NICHOLAS LIMITED EDITION INC
485BPOS, 1998-05-01
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                                    April 30, 1998


VIA EDGAR TRANSMISSION                  

Securities and                          
  Exchange Commission                   
450 Fifth Street, N.W.                  
Washington, D.C.  20540                 

                    Re:  Nicholas Limited Edition, Inc. (the "Fund")
               SEC File No. 33-11420
               Post-Effective Amendment No. 11
               Registration Statement on Form N-1A

Gentlemen:

     In connection     with  the  amendment  by  the  Fund of its
registration   statement   on   Form  N-1A under Section 8 of the
Investment   Company Act of 1940, as amended, and pursuant to the
provisions of Rule 472 and Rule 485   under the Securities Act of
1933, as amended, and pursuant to  Regulation   S-T   relating to
electronic     filings,   we   enclose  for filing Post-Effective
Amendment  No.  11  to  the  Registration  Statement,   including
exhibits relating  thereto,   marked  to  show  changes  effected
by the Amendment. 

     This Amendment shall be effective on the date of filing,  in
accordance with Rule 485(b).  As legal   counsel  to the Fund, we
have prepared the Amendment,  and we hereby represent pursuant to
Rule 485(b)(4) that the    Amendment does not contain disclosures
which would render it  ineligible to become effective pursuant to
Rule 485(b).

                                   Very truly yours,

                               MICHAEL BEST & FRIEDRICH




                                /s/   Kate M. Fleming
                               _______________________
KMF/ljg                               Kate M. Fleming
Enclosure

As filed with the Securities and Exchange Commission on April 30, 1998

                                                File No. 33-11420


                           FORM N-1A

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                POST-EFFECTIVE AMENDMENT NO. 11

                              and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                        AMENDMENT NO. 11


                 NICHOLAS LIMITED EDITION, INC.
       (Exact Name of Registrant as Specified in Charter)

       700 North Water Street, Milwaukee, Wisconsin 53202
            (Address of Principal Executive Offices)

                         (414) 272-6133
      (Registrant's Telephone Number, including Area Code)

                 ALBERT O. NICHOLAS, PRESIDENT
                 NICHOLAS LIMITED EDITION, INC.
                     700 NORTH WATER STREET
                   MILWAUKEE, WISCONSIN 53202

                            COPY TO:
                        KATE M. FLEMING
                  MICHAEL BEST & FRIEDRICH LLP
                   100 EAST WISCONSIN AVENUE
                   MILWAUKEE, WISCONSIN 53202
            (Name and Address of Agent for Service)

It is proposed that the filing will become effective:

 X    immediately upon filing pursuant to paragraph (b)
        on                    pursuant to paragraph (b)
        60 days after filing pursuant to paragraph (a)
        on ________ pursuant to paragraph (a)(1)
        75 days after filing pursuant to paragraph (a)(2)
        on __________ pursuant to paragraph (a)(2) of Rule 485
   
If appropriate, check the following box:

[ ]  This  post-effective amendment designates  a  new  effective
     date for a previously filed post-effective amendment.

Title  of  Securities Being Registered:  Common Stock, $0.01  par
value per share

Pursuant  to  Rule  24f-2,  the Registrant  hereby  registers  an
indefinite   amount  of  securities.   On  February   26,   1998,
Registrant  filed the necessary Rule 24f-2 Notice and filing  fee
with the Commission for its fiscal year ended December 31, 1997.
    

                 NICHOLAS LIMITED EDITION, INC.
                     CROSS-REFERENCE SHEET
                  (As required by Rule 481(a))

Part A. Information Required in Prospectus          Heading
_______ __________________________________          _______

Item 1.    Cover Page.............................  Cover Page
Item 2.    Synopsis...............................  Introduction;  Performance
                                                    Data  
Item 3.    Condensed Financial Information........  Consolidated    Disclosure
                                                    of     Fund    Fees    and
                                                    Expenses;        Financial
                                                    Highlights
Item 4.    General Description of Registrant......  Introduction;   Investment
                                                    Objectives  and  Policies;
                                                    Investment    Restrictions
                                                    Share Limitation
Item 5.    Management of the Fund.................  Investment Adviser
                                        
Item 5A.   Management's Discussion of   
           Fund Performance.......................  Management's    Discussion
                                                    of Fund Performance
Item 6.    Capital Stock and Other Securities.....  Transfer    of     Capital
                                                    Stock;    Dividends    and
                                                    Federal     Tax    Status;
                                                    Capital Structure;  Annual
                                                    Meeting;       Shareholder
                                                    Reports
Item 7.    Purchase of Securities Being Offered..   Purchase    of     Capital
                                                    Stock;    Redemption    of
                                                    Capital   Stock;  Exchange
                                                    Between   Funds;  Transfer
                                                    of      Capital     Stock;
                                                    Determination    of    Net
                                                    Asset    Value;   Dividend
                                                    Reinvestment         Plan;
                                                    Individual      Retirement
                                                    Account; Master Retirement
                                                    Plan
Item 8.    Redemption or Repurchase..............   Purchase    of     Capital
                                                    Stock;    Redemption    of
                                                    Capital Stock
Item 9.    Pending Legal Proceedings.............   N/A

Part B.    Information Required in Statement of Additional Information
_______    ___________________________________________________________

Item 10.   Cover Page............................   Cover Page
Item 11.   Table of Contents.....................   Table of Contents
Item 12.   General Information and History.......   Introduction;        Share
                                                    Limitation
Item 13.   Investment Objectives and Policies....   Investment Objectives  and
                                                    Policies;       Investment 
                                                    Restrictions
Item 14.   Management of the Fund................   Investment        Adviser;
                                                    Management   -  Directors,
                                                    Executive   Officers   and
                                                    Portfolio Managers of  the
                                                    Fund
Item 15.   Control Persons and Principal Holders 
           of Securities.........................   Principal Shareholders
           
Item 16.   Investment Advisory and Other   
           Services..............................   Investment        Adviser;
                                                    Custodian   and   Transfer
                                                    Agent;         Independent
                                                    Auditors     and     Legal
                                                    Counsel
Item 17.   Brokerage Allocation and other
           practices.............................   Brokerage
<PAGE>                    
                    CROSS-REFERENCE SHEET
                         (Continued)
Item 18.   Capital Stock and Other Securities....   Transfer    of     Capital
                                                    Stock;  Income   Dividends
                                                    and                Federal
                                                    Tax     Status;    Capital
                                                    Structure;     Shareholder
                                                    Reports; Annual Meeting
Item 19.   Purchase, Redemption and Pricing of  
           Securities Being Offered..............   Purchase    of     Capital
                                                    Stock;    Redemption    of
                                                    Capital   Stock;  Exchange
                                                    Between   Funds;  Transfer
                                                    of      Capital     Stock;
                                                    Determination    of    Net
                                                    Asset    Value;   Dividend
                                                    Reinvestment         Plan;
                                                    Systematic       Withdrawl
                                                    Plan;           Individual 
                                                    Retirement Account; Master
                                                    Retirement Plan
Item 20.   Tax Status............................   Dividends,   Distributions
                                                    and Federal Tax Status
Item 21.   Underwriters..........................   N/A
Item 22.   Calculations of Performance Data......   Performance Measurement
Item 23.   Financial Statements..................   Financial Information

Part C.    Other Information
_______    _________________
   
Item 24.   Financial Statements and Exhibits.....   Part C
Item 25.   Persons Controlled By or Under                          
           Common Control with Registrant........   Part C
Item 26.   Number of Holders of Securities.......   Part C
Item 27.   Indemnification.......................   Part C
Item 28.   Business and Other Connections   
           of Investment Adviser.................   Part C
Item 29.   Principal Underwriters................   Part C
Item 30.   Location of Accounts and Records......   Part C
Item 31.   Management Services...................   Part C
Item 32.   Undertakings..........................   Part C











                 Nicholas Limited Edition, Inc.




                           Form N-1A







                      PART A:  PROSPECTUS
                 NICHOLAS LIMITED EDITION, INC.
                           PROSPECTUS



               700 North Water Street, Suite 1010
                   Milwaukee, Wisconsin 53202
                          414-272-6133
                          800-227-5987



      Nicholas Limited Edition, Inc. (the "Fund") is an  open-end
management investment company having as its investment  objective
long-term growth in which income is a secondary consideration. To
achieve its objective, the Fund will invest in a diversified list
of common stocks having growth potential.

      This  offering is limited in scope and amount.  See  "SHARE
LIMITATION."



                 NO-LOAD FUND - NO SALES CHARGE


                       Investment Adviser
                    NICHOLAS COMPANY, INC.


              Minimum Initial Investment - $2,000




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





      This  Prospectus sets forth concisely the information about
the   Fund  that  a  prospective  investor  should  know   before
investing.  Additional information about the Fund has been  filed
with  the  Securities and Exchange Commission in the  form  of  a
Statement of Additional Information, dated April 30, 1998.   Upon
request to the Fund at the address and telephone number set forth
above,   the  Fund  will  provide  copies  of  the  Statement  of
Additional Information without charge to each person  to  whom  a
Prospectus is delivered.






                         April 30, 1998

INVESTORS SHOULD READ AND RETAIN THIS PROSPECTUS FOR FUTURE  REFERENCE.

                       TABLE OF CONTENTS

                                                             Page
                                                            ------


INTRODUCTION..............................................   1
DISCLOSURE OF FUND FEES AND EXPENSES...,,,,,,,,,,,,,......   1
FINANCIAL HIGHLIGHTS......................................   2
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE...............   3
PERFORMANCE DATA..........................................   6
SHARE LIMITATION..........................................   6
INVESTMENT OBJECTIVES AND POLICIES........................   6
INVESTMENT RESTRICTIONS...................................   8
INVESTMENT ADVISER........................................   9
PURCHASE OF CAPITAL STOCK.................................   10
REDEMPTION OF CAPITAL STOCK...............................   12
EXCHANGE BETWEEN FUNDS....................................   14
TRANSFER OF CAPITAL STOCK.................................   15
DETERMINATION OF NET ASSET VALUE..........................   15
DIVIDENDS AND FEDERAL TAX STATUS..........................   15
DIVIDEND REINVESTMENT PLAN................................   16
SYSTEMATIC WITHDRAWAL PLAN................................   16
INDIVIDUAL RETIREMENT ACCOUNTS............................   16
MASTER RETIREMENT PLAN....................................   17
CAPITAL STRUCTURE.........................................   17
ANNUAL MEETING............................................   17
SHAREHOLDER REPORTS.......................................   17
CUSTODIAN AND TRANSFER AGENT..............................   18
INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL.................   18


      No person has been authorized to give any information or to
make  any  representations other than  those  contained  in  this
Prospectus  and  the  Statement of Additional  Information  dated
April  30,  1998  and,  if  given or made,  such  information  or
representations may not be relied upon as having been  authorized
by Nicholas Limited Edition, Inc.

      This  Prospectus  does  not constitute  an  offer  to  sell
securities  in  any state or jurisdiction in which such  offering
may not lawfully be made.  The delivery of this Prospectus at any
time shall not imply that there has been no change in the affairs
of Nicholas Limited Edition, Inc. since the date hereof.

                         INTRODUCTION

     Nicholas Limited Edition, Inc. (the "Fund") was incorporated
under  the laws of Maryland on January 26, 1987.  The Fund is  an
open-end,  diversified management investment  company  registered
under  the  Investment Company Act of 1940, as  amended.   As  an
open-end   investment   company,  it  obtains   its   assets   by
continuously selling shares of its Common Stock, $.01  par  value
per  share, to the public.  Proceeds from such sales are invested
by  the Fund in securities of other companies.   The resources of
many  investors are combined and each individual investor has  an
interest  in every one of the securities owned by the Fund.   The
Fund  provides  each individual investor with diversification  by
investing  in  the securities of many different  companies  in  a
variety  of  industries and furnishes experienced  management  to
select and watch over its investments.  As an open-end investment
company,  the Fund will redeem any of its outstanding  shares  on
demand  of  the  owner at their net asset value  next  determined
following  receipt  of  the redemption request.   The  investment
adviser to the Fund is Nicholas Company, Inc. (the "Adviser").

      The  primary investment objective of the Fund is  long-term
growth.   Current  income is a small factor  in  considering  the
selection  of investments.  The Fund intends to invest  primarily
in  common  stocks.   The Fund may invest  in  common  stocks  of
companies which are not actively traded or which are smaller, out
of  favor or have limited operating history upon which to base an
evaluation of future performance, and thus may carry greater risk
than investments in the common stocks of larger, more established
companies.   The  Fund also may invest in debt  securities  which
carry  a  high  degree of risk.  Consequently, the  Fund  is  not
intended to be a complete investment program.


                     FUND FEES AND EXPENSES

Shareholder Transaction Expenses
  Maximum Sales Load Imposed on Purchases.................     None
  Maximum Sales Load Imposed on Reinvested Dividends......     None
  Maximum Deferred Sales Load.............................     None
  Redemption Fees(1)......................................     None
  Exchange Fee(2).........................................     None

Annual Fund Operating Expenses(3) (as a percentage of average net
assets)
  Management Fees........................................   0.75%
  12b-1 Fees.............................................    None
  Other Expenses.........................................   0.11%
  Total Fund Operating Expenses..........................   0.86%
__________
(1) A fee of up to $12.00 is charged for each wire redemption.
(2) A fee of $5.00 is charged for each telephone exchange.
(3) Annual Fund Operating Expenses are based on expenses incurred
    for the fiscal year ended December 31,  1997.

                            Example

                                     1 Year  3 Years  5 Years   10 Years
                                     ------  -------  -------   --------
A shareholder would pay the
following expenses on a $1,000
investment, assuming: (1) 5%
annual return and (2) redemption
at the end of each time period.......  $9      $27     $48       $106

 This Example should not be considered a representation of past
          or future expenses.  Actual expenses may be
              greater or lesser than those shown.

     The   purpose  of  the  table  is  to assist the prospective
investor  in understanding  the various  costs and expenses  that
an  investor in the Fund will bear  directly  and indirectly. For
a description of "Management  Fees"  and   "Other Expenses,"  see
"Investment Adviser."


                      FINANCIAL HIGHLIGHTS
         (For a share outstanding throughout each year)

     The  following Financial Highlights of the Fund for the  ten
years  ended  December  31,  1997, have been  audited  by  Arthur
Andersen  LLP,  independent  public  accountants,  whose   report
thereon  is  included in the Fund's Annual Report for the  fiscal
year  ended  December  31, 1997.  The table  should  be  read  in
conjunction  with  the  financial statements  and  related  notes
included in the Fund's Annual Report, which  are incorporated  by
reference into the Statement of Additional Information and  which
may be obtained without charge by writing or calling the Fund.

<TABLE>

                                                                        Year ended December 31,                             
                                            ---------------------------------------------------------------------------------
                                             1997    1996    1995     1994     1993     1992     1991     1990    1989     1988
                                             ----    ----     ----     ----     ----     ----    ----     ----    ----     ----
<S>                                         <C>     <C>     <C>      <C>      <C>      <C>      <C>      <C>     <C>     <C>
NET ASSET VALUE, BEGINNING OF YEAR.......   $20.74  $19.22  $17.09   $18.68   $18.77   $16.86   $12.03   $12.49  $11.29  $ 9.15
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income..................      .00**   .01     .08      .10      .09      .08      .12      .12     .15     .10
  Net gains or (losses) on securities
     (realized and unrealized)...........     6.82    4.14    5.07     (.68)    1.59     2.74     5.07     (.34)   1.82    2.39
                                             -----   -----   -----    -----    -----    -----    -----     -----   -----   ----
     Total from investment operations....     6.82    4.15    5.15     (.58)    1.68     2.82     5.19     (.22)   1.97    2.49
                                             -----   -----   -----    -----    -----    -----    -----     -----   -----   ----


  LESS DISTRIBUTIONS:
  Dividends (from net investment income).    (.00)**  (.01)    (.08)    (.10)    (.09)    (.08)    (.12)   (.12)  (.15)    (.10)
  Distributions (from capital gains).....    (2.49)  (2.62)   (2.94)    (.91)   (1.57)    (.83)    (.24)   (.12)  (.62)    (.25)
  Distributions (in excess of book 
     realized gains).....................       --      --      --       --     (.11)***   --       --       --      --      -- 
                                             -----   -----   -----    -----    -----    -----    -----     -----   -----   ---- 

     Total distributions.................    (2.49)  (2.63)  (3.02)   (1.01)   (1.77)    (.91)    (.36)    (.24)   (.77)   (.35)
                                             -----    -----   -----    -----    -----    -----    -----     -----   -----   ----

NET ASSET VALUE, END OF YEAR.............   $25.07  $20.74  $19.22   $17.09   $18.68   $18.77   $16.86   $12.03  $12.49  $11.29 
                                             -----   -----   -----    -----    -----    -----    -----     -----   -----   ---- 
                                             -----   -----   -----    -----    -----    -----    -----     -----   -----   ---- 

TOTAL RETURN.............................    33.02%  21.81%  30.18%   (3.04%)   9.03%   16.78%   43.22%   (1.73%) 17.36%  27.26%


RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (millions).......   $328.0 $232.8   $169.6   $142.6   $180.8   $190.2    $175.3     $70.9   $57.3   $33.0
Ratio of expenses to average net assets..     .86%   .86%     .90%     .90%     .88%     .92%      .94%     1.07%   1.12%   1.32%
Ratio of net investment income
  to average net assets..................     .01%   .06%     .38%     .52%     .42%     .45%     1.05%     1.10%   1.37%   1.03%
Portfolio turnover rate..................   37.05% 32.31%   35.77%   16.29%   24.35%   24.44%    12.62%    15.15%  30.65%  30.69%
Average commission rate paid by the
  Fund on portfolio investment
  transactions ***.......................   $0.0469$0.0478  $0.0450    --       --       --       --        --       --      -- 
</TABLE>

    
   
*      The amount rounds to $0.00; the actual amount is $0.0029.

**     Excess distributions of book realized gains is the result of
       different accounting treatment for book and tax purposes and
       should not be treated as a return  of capital for income tax
       reporting.  The Fund is required to  distribute at least  98
       percent of realized gains through October 31 to avoid paying
       a federal excise  tax.  The  excess  distribution  in   1993
       generally   represents   losses  on  the  sale  of portfolio
       securities in the  months  of  November   and December.  The
       losses were used to  offset future gains.

***    Disclosure of this rate  is  required by  the Securities and
       Exchange Commission on a prospective  basis  beginning  with
       the Fund's 1996 fiscal year end.   The  Fund  has chosen  to
       disclose this rate beginning in  fiscal 1995.
    
          MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

         The     Fund's    primary    objective    is    long-term    capital
appreciation.     In   an   effort   to   achieve   this    objective,    the
Adviser   purchases   stocks  for  the  Fund  in  small   and   medium   size
companies   that   represent  good  value  in  relation   to   their   growth
prospects.    Individual  stock  selection  is  the  focal   point   of   the
Adviser's   equity   philosophy.    The  Adviser's   efforts   are   directed
toward   purchasing  stocks  that  represent  good  value  based   upon   the
criteria    outlined    below.    It   is   also   the    Adviser's    strong
conviction   that   superior   long-term   results   are   achieved   through
the   minimization  of  capital  losses  during  adverse   periods   in   the
general   market.    The   Adviser   primarily   seeks   stocks   where   the
price/earnings   ratio   is   low  in  relation   to   earnings   growth   or
where   the   price  is  reasonable  in  relation  to  book   value.    Above
average    secular    earnings   growth   and   strong    current    earnings
momentum are important factors.
   
    
   
       At   December   31,   1997,   the  Fund's   portfolio   consisted   of
equity    holdings   in   57   companies,   representing   89.07%   of    the
Fund's    total   net   assets,   convertible   bond   holdings    in    four
companies,   representing  4.07%  of  the  Fund's  total  net   assets,   and
short-term   investments  representing  7.40%  of  the   Fund's   total   net
assets.    The   Fund's   performance  in  1997  was  driven   primarily   by
individual    holdings   in   health   care   companies,    financial-related
companies,    business    service   companies   and   specialty    retailers.
For   example,   in  1997,  the  market  values  of  health   care   products
stock    Sofamor/Danek   Group,   Inc.   increased   113.3%,   health    care
services   stock   Harborside   Healthcare   Corporation   increased    0.3%,
bank-related   stock   Marshall   &  Ilsley  Corporation   increased   79.4%,
business    services   stock   Checkfree   Holdings   Corporation   increased
57.7%,    and   retailer   stock   Kohl's   Corporation   increased    73.6%.
These   five   issues   accounted  for  10.2%  of  the   Fund's   total   net
assets   at   December   31,  1997.   During  1997,   the   Fund   liquidated
two    long-term,   well-performing   holdings:    Vivra   Incorporated,    a
dialysis   service  provider,  which  was  purchased  for  cash   by   Gambro
AB   of   Sweden,   and  Keane,  Inc.,  an  information  technology   service
provider,   which   the   Fund  sold  due  to  the  Adviser's   belief   that
the   stock   became   extremely   over-valued.    The   relative   lack   of
technology    stocks   and   speculative-type   issues    in    the    Fund's
portfolio   in   1997  also  limited  the  Fund's  downside   during   1997's
overall market slide in these areas.

       In   terms   of   overall  portfolio  mix,  the  Fund   continues   to
have    significant    positions   in   health   care    service    companies
(19.14%   of   the   Fund's  total  net  assets  at   December   31,   1997);
business     service    companies    (12.07%);    health     care     product
companies   (11.72%);   banks   and  finance  (7.42%);   and   transportation
companies   (7.40%).    During  1997,  the  Fund   decreased   its   relative
percentage   holdings   in  business  service  companies   (from   17.8%   at
December   31,   1996   to  12.07%  at  December  31,   1997),   and   media,
communications   and   entertainment  companies  (from   9.1%   at   December
31,   1996   to   7.2%   at   December  31,   1997),    and   increased   its
relative   percentage   holdings   in   insurance-related   companies   (from
5.9% at December 31, 1996 to 7.13% at December 31, 1997).

        In    1998,   the   Adviser   intends   to   remain   cautious,    as
valuation    levels    remain    high   by   historical    standards.     The
Adviser   believes   the   Fund's  focus  on   smaller   domestic   companies
should   help   insulate   the   Fund   from   the   current   Asian   market
business-related    concerns.    However,   the   Adviser    believes    that
the  types  of  returns  generated  in  the  last  three  to  five  years  in
many  of  the  equity  funds  have  been  unusually  high,  and  may  not  be
sustainable in the future.
    
       Set  forth  below  is  a  comparison  of  the  initial  account  value
and   subsequent   account  values  at  the  end  of   each   of   the   most
recently   completed   ten   fiscal   years   of   the   Fund,   assuming   a
$10,000   investment   in   the  Fund  at  the   beginning   of   the   first
fiscal   year,  to  the  same  investment  over  the  same  periods  in   the
Standard   &  Poor's  500  Composite  Stock  Price  Index  and  the   Russell
2000 Index.


                         [Plot Points]
             Nicholas Limited  Edi Russell 2000  Standard & Poor'
             tion, Inc.            Index         s 500r
                                                                
December 31, 1987       $10,000.00    $10,000.00      $10,000.00
                                                         
December 31, 1988       $12,726.00     12,489.00       11,650.00
                                                
December 31, 1989        14,935.80     14,517.21       15,311.60
                                                                
December 31, 1990        14,678.00     11,684.91       14,823.16
                                                            
December 31, 1991        21,022.20     17,065.80       19,351.63
                                              
December 31, 1992        24,550.50     20,207.62       20,837.83
                                                                
December 31, 1993        26,766.20     24,028.88       22,921.62
                                                     
December 31, 1994        25,951.70     23,591.35       23,226.48
                                                    
December 31, 1995        33,783.00     30,300.99       31,957.31
                                                                
December 31, 1996        41,150.00     35,297.63       39,294.70
                                                          
December 31, 1997        54,738.30     43,190.17       52,405.84




      The  Fund's average annual total returns for the one,  five
and  ten  year periods ended on the last day of the  most  recent
fiscal year are as follows:



                     One Year        Five Years           Ten Years
                      Ended            Ended                Ended
                 December  31, 1997  December 31, 1997  December  31, 997
                 ------------------  -----------------  -----------------
Average   Annual  
Total   Return         33.02%             17.39%          18.53%



      Total  returns are historical and include change  in  share
price   and   reinvestment   of   dividend   and   capital   gain
distributions.   Past  performance  is  no  guarantee  of  future
performance.   Principal value and return will  fluctuate  so  an
investment,  when  redeemed,  may be  worth  more  or  less  than
original cost.
                        PERFORMANCE DATA

     The Fund may from time to time include its "total return" or
"average annual total return" in advertisements or in information
furnished  to  present or prospective shareholders.   The  "total
return"  of the Fund is expressed as a ratio of the increase  (or
decrease)  in value of a hypothetical investment in the  Fund  at
the  end  of a measuring period to the amount initially invested.
The  "average annual total return" is the total return discounted
for the number of represented time periods and is expressed as  a
percentage.  The rate represents the annual rate achieved on  the
initial investment to arrive at the ending redeemable value.  The
ending value assumes reinvestment of dividends and capital  gains
and  the  reduction of account charges, if any.  This computation
does  not  reflect any sales load or other nonrecurring  charges,
since the Fund is not subject to such charges.

      The  "total  return" and the "average annual total  return"
calculations are historical measures of performance and  are  not
necessarily  indicative of future performance.  Such measurements
will vary from time to time depending upon market conditions, the
composition of the Fund's portfolio, operating expenses, and  the
distribution  policy  as determined by the  Board  of  Directors.
These  factors  should be considered when evaluating  the  Fund's
performance.    For   additional   information   regarding    the
calculation  of  these  performance data, see  the  Statement  of
Additional Information.

      In  sales  materials, reports and other  communications  to
shareholders,  the  Fund may compare its performance  to  certain
indices, including the Dow Jones Industrial Average, the Standard
&   Poor's  Index  Composites,  the  National   Association    of
Securities   Dealers    Automated     Quotation    System,    the
Russell  2000  Index  and the United States Department  of  Labor
Consumer  Price Index.  The Fund also may include evaluations  of
the   Fund   published   by   nationally   recognized   financial
publications  and  ranking  services,  such  as  Forbes,   Money,
Financial World, Barron's, Lipper Analytical Services Mutual Fund
Performance   Analysis,   Morningstar,   Inc.,   CDA   Investment
Technologies, Inc. and Value Line, Inc.

                        SHARE LIMITATION

      The  Fund is restricted in size to a maximum of 20  million
shares  of  Common Stock outstanding.  A maximum of  ten  million
shares  (net  of  redemptions)  are  available  for  purchase  by
investors  and  ten  million  are reserved  for  reinvestment  of
capital  gain and dividend distributions.  At such  time  as  the
maximum of ten million shares are issued and outstanding (without
taking  into  account shares outstanding as a result  of  capital
gain and dividend distributions), the Fund will close to all  new
investments, including additions to existing accounts, other than
through  reinvestment of capital gain and dividend distributions.
In  addition, the Fund may close to new investments from time  to
time  as may be determined by the officers of the Fund.  However,
redemptions of shares will continue to be accepted.   Should  the
number of outstanding shares decline through redemptions,  or  at
other  appropriate times, the officers of the Fund may, in  their
discretion,  authorize the Fund to reopen for further investment.
Due to the limitation on its size, the Fund may be forced to sell
securities   to  meet  redemption  requests  in  adverse   market
conditions.

      The  officers  of  the  Fund have  the  right  to  restrict
investments  by any single shareholder by rejecting  any  new  or
additional  subscription for shares (including  exercise  of  the
exchange  privilege  with other investment  companies  for  which
Nicholas  Company,  Inc.  serves as investment  adviser  but  not
including    reinvestment   of   capital   gain   and    dividend
distributions) which would result in the aggregate value of  such
shareholder's account equaling 5% or more of the total net assets
of  the  Fund.   For  the  purpose of this  restriction,  related
accounts  (as  determined by the officers of the Fund  in   their
discretion)  may  be grouped together to determine  an  aggregate
account value.

               INVESTMENT OBJECTIVES AND POLICIES

      The  Fund has adopted primary investment objectives,  which
are  fundamental  policies.  The Fund also has adopted  secondary
investment  objectives and certain other policies which  are  not
fundamental and may be changed by the Board of Directors  without
shareholder approval.  However, any such change will be made only
upon advance notice to shareholders.  Such changes may result  in
the  Fund having secondary investment and other policy objectives
different  from  the  objectives which a  shareholder  considered
appropriate at the time of investment in the Fund.

      The  primary investment objective of the Fund is  long-term
growth.   Current  income is a small factor  in  considering  the
selection of investments.  There are market risks inherent in any
investment  and  there can be no assurance the objective  of  the
Fund  will  be  realized, nor can there be any assurance  against
possible loss in the value of the Fund's portfolio.
     
      It  is the policy of the Fund to invest in securities which
are  believed by the Adviser to offer possibilities for  increase
in  value.   For  the most part, these will be common  stocks  of
companies  which  the  officers of  the  Fund  consider  to  have
favorable  long-term prospects.  Since the major portion  of  the
Fund's  portfolio consists of common stocks, its net asset  value
may be subject to greater fluctuation than a portfolio containing
a  substantial amount of fixed income securities.  Securities are
not  purchased with a view to rapid turnover or to obtain  short-
term trading profits, which are defined as profits on assets held
less than twelve months.

      The Fund's investment philosophy is long-term growth, which
is  based  on the assumption that if a company achieves  superior
growth  in  sales  and earnings,  eventually the company's  stock
will  achieve superior performance.  While small and medium  size
companies  often  have  a limited market  for  their  securities,
limited  financial  resources and are usually  more  affected  by
changes  in  the  economy  in general, they  also  may  have  the
potential  for more rapid, and greater, long-term growth  because
of  newer and more innovative products.  Securities of unseasoned
companies  where  the risks are considerably  greater  than  with
securities  of  more established companies also may  be  acquired
from  time  to  time by the Fund when the Adviser  believes  such
investments   offer   possibilities  of   capital   appreciation.
However,  the  Fund is limited to 5% in the percentage  of  total
Fund  net  assets  which may be invested  in  the  securities  of
unseasoned companies (i.e., companies which have a record of less
than three years' continuous operation.)

      Debt  securities and preferred stock that  are  convertible
into  or  carry  rights  to  acquire  common  stock,  other  debt
securities,  such as those selling at substantial discounts,  and
warrants listed on the New York or American Stock Exchange may be
acquired  from  time  to  time when  the  Adviser  believes  such
investments  offer the possibility of long-term  appreciation  in
value. The Fund usually will not invest more than 5% of its total
assets  (at  the  time of purchase) in non-investment grade fixed
income  securities,   some   of   which   may   have  speculative
characteristics or may even be in default.  An investment in debt
securities  which  are  in  default carries a high degree of risk
and may  have  the consequence   that   interest   payments  with
respect to such securities may be reduced, deferred, suspended or
eliminated  and may have  the  further consequence that principal
payments may  likewise  be  reduced,   deferred,   suspended   or
cancelled,   causing  the  loss  of  the  entire  amount  of  the
investment.  Non-investment grade  securities tend   to   reflect
individual   corporate developments  to a greater extent, tend to
be more  sensitive  to  economic  conditions  and  tend to have a
weaker  capacity  to  pay interest   and  repay   principal  than
higher  rated  securities.  Because  the market  for  lower rated
securities may be thinner  and  less active than for higher rated
securities,  there  may  be  market  price  volatility  for these
securities and limited  liquidity  in the resale markets. Factors
adversely impacting the market value of  high yielding, high risk
securities will adversely impact the Fund's net asset value.

     It is anticipated the major portion of the portfolio will at
all  times  be invested in common stocks.  However, there  is  no
minimum  or  maximum  percentage of the Fund's  assets  which  is
required  to be invested in any type of security.  Cash and  cash
equivalent securities will be retained by the Fund in  an  amount
sufficient to provide moderate liquid reserves so that  the  Fund
has  sufficient cash to meet shareholder redemption requests  and
other  operating expenses.  The Fund also may invest in  variable
rate  demand  notes.   The Fund reserves freedom  to  temporarily
invest its assets in investment grade fixed income securities (or
unrated but deemed by the Adviser to be comparable in quality  to
instruments  so  rated on the date of purchase)  as  a  defensive
measure,  when  conditions are deemed  to  warrant  such  action.
"Investment grade fixed income securities" refers to fixed income
securities ranked in one of the top four categories by any of the
nationally   recognized  statistical  rating  organizations,   as
defined  in  Section 270.2a-7 of the Code of Federal Regulations,
or  unrated but deemed by the Adviser to be comparable in quality
to  instruments  so  rated on the date of  purchase.   The  fixed
income  securities  described in the  fourth  category  of  these
rating services possess speculative characteristics.

      The  Fund  has  reserved the right to invest in  repurchase
agreements   as   a  temporary  defensive  measure.    Repurchase
agreements  may be entered into only with a member  bank  of  the
Federal  Reserve  System or a primary dealer in  U.S.  Government
securities.  While the obligation is a U.S. Government  security,
the  obligation of the seller to repurchase the security  is  not
guaranteed by the U.S. Government, thereby creating the risk that
the seller may fail to repurchase the security.  Furthermore,  in
the  event  of default by the seller under a repurchase agreement
construed  to be a collateralized loan, the underlying securities
are  not owned by the Fund but only constitute collateral for the
seller's obligation to pay the repurchase price.  Therefore,  the
Fund  may  suffer  time  delays and  incur  costs  or  losses  in
connection with the disposition of the collateral.
      
      The Fund also may invest in securities which are issued  in
private placements pursuant to Section 4(2) of the Securities Act
of  1933,  as  amended  (the "Act").   Such  securities  are  not
registered  for  purchase and sale by the public under  the  Act.
The  liquidity of such securities is a question of fact  for  the
Board  of  Directors  to determine at the time  of  purchase  and
periodically thereafter as circumstances warrant, based upon  the
trading  markets  for the specific security, the availability  of
reliable  price information and other relevant information.   The
Fund  generally will not invest more than 25% of its total assets
in  securities eligible for resale under Rule 144A.  There may be
a  risk  of  little or no market for resale associated with  such
private  placement securities if the Fund does not hold  them  to
maturity.    In   addition,   to  the   extent   that   qualified
institutional  buyers  do  not  purchase  restricted   securities
pursuant  to  Rule 144A, the Fund's investing in such  securities
may have the effect of increasing the level of illiquidity in the
Fund's portfolio.  The Fund's limit on its aggregate holdings  of
all illiquid assets is 15% of its total assets.  The Fund also is
limited  in  its investments in Section 4(2) and Rule  144A  debt
securities by the investment restrictions set forth in 1(c) under
"Investment Restrictions," below.

      The Fund may invest generally up to 10% of its total assets
in  securities of other investment companies.  Investments in the
securities of other investment companies will involve duplication
of advisory fees and certain other expenses.


                    INVESTMENT RESTRICTIONS

      The Fund has adopted the following restrictions, which  are
matters  of fundamental policy and cannot be changed without  the
approval of the holders of a majority of its outstanding  shares,
or,  if  less,  67% of the shares represented  at  a  meeting  of
shareholders at which 50% or more of the holders are  represented
in person or by proxy:

1.   The   Fund   will   not  purchase  securities   on   margin,
     participate  in  a  joint trading account,  sell  securities
     short,    or  act  as  an  underwriter  or  distributor   of
     securities other than its own capital stock.  The Fund  will
     not lend money, except for:

          (a)   the purchase of a portion of an issue of publicly
          distributed debt securities;

          (b)   investment in repurchase agreements in an  amount
          not to exceed 20% of the Fund's total net assets, taken
          at   market;   provided,   however,   that   repurchase
          agreements  maturing in more than seven days  will  not
          constitute  more  than 5% of the  value  of  total  net
          assets, taken at market; and

          (c)  the purchase of a portion of bonds, debentures  or
          other  debt  securities of types  commonly  distributed
          privately  to financial institutions, in an amount  not
          to  exceed  5%  of  the value of the Fund's  total  net
          assets, taken at market.

     The  total  investment of the Fund in repurchase  agreements
     maturing  in  more than seven days, when combined  with  the
     type  of investment set forth in 1(c) above, will not exceed
     5%  of  the value of the Fund's total net assets,  taken  at
     market.

2.   The  Fund will not purchase or sell real estate or interests
     in  real estate, commodities or commodity futures.  The Fund
     may  invest  in  the  securities of real  estate  investment
     trusts  and other real estate-based securities listed  on  a
     national securities exchange or authorized for quotation  on
     the  National  Association of Securities  Dealers  Automated
     Quotations  System, but not more than 10% in  value  of  the
     Fund's  total  net assets will be invested  in  real  estate
     investment  trusts nor will more than 25% in  value  of  the
     Fund's  total  net  assets be invested in  the  real  estate
     industry in the aggregate.

3.   The Fund may not issue senior securities in violation of the
     Investment  Company Act of 1940, as amended.  The  Fund  may
     make borrowings but only for temporary or emergency purposes
     and then only in amounts not in excess of 5% of the lower of
     cost or market value of the Fund's total net assets.

4.   The Fund will not pledge any of its assets.

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

6.   Not  more  than 5% of the Fund's total net assets, taken  at
     market value, will be invested in the securities of any  one
     issuer (excluding United States Government securities).

7.   Not  more  than 25% of the Fund's total net assets  will  be
     concentrated in companies of any one industry  or  group  of
     related industries.

8.   The Fund will not acquire or retain any security issued by a
     company,  if  an officer or director of such company  is  an
     officer or director of the Fund, or is an officer, director,
     shareholder or other interested person of the Adviser.

All percentage limitations apply on the date of investment by the
Fund.

      In  addition  to the foregoing restrictions, the  Fund  has
adopted other restrictions to comply with the securities laws  of
various  states.  These restrictions may be changed by the  Board
of Directors of the Fund without shareholder approval.


                       INVESTMENT ADVISER

      Under  an  investment advisory agreement dated January  26,
1987,  Nicholas  Company, Inc. (the "Adviser"), 700  North  Water
Street,  Suite  1010, Milwaukee,  Wisconsin, furnishes  the  Fund
with continuous investment service and is responsible for overall
management of the Fund's business affairs, subject to supervision
of  the Fund's Board of Directors.  Nicholas Company, Inc. is the
investment  adviser to five other mutual funds, which,  like  the
Fund,  are  sold  without sales charge, and to  approximately  25
institutions   and   individuals  with   substantial   investment
portfolios.   The  other funds for which Nicholas  Company,  Inc.
acts  as  investment  adviser are Nicholas Fund,  Inc.,  Nicholas
Income Fund, Inc., Nicholas II, Inc., Nicholas Money Market Fund,
Inc. and Nicholas Equity Income Fund, Inc.  As of March 31, 1998,
the  Adviser  had  approximately $8.5  billion  in  assets  under
management.

      The  annual fee is paid monthly to the Adviser and is based
on  the average net asset value of the Fund as determined by  the
valuations  made at the close of each business day of the  month.
The  annual fee is three-fourths of one percent (0.75 of  1%)  of
the  average  net  asset value of the Fund.  The  annual  fee  is
higher than that paid by many other investment companies.

     Under the Investment Advisory Agreement, the Adviser, at its
own  expense  and without reimbursement from the Fund,  furnishes
the Fund with office space, office facilities, executive officers
and  executive  expenses (such as health insurance  premiums  for
executive  officers).   The  Adviser also  bears  all  sales  and
promotional expenses of the Fund other than expenses incurred  in
complying  with laws regulating the issue or sale of  securities.
The  Fund  pays  all  of  its operating  expenses.   Included  as
"operating expenses" are fees of directors who are not interested
persons  of  the Adviser or officers or employees  of  the  Fund,
salaries  of  administrative and clerical personnel,  association
membership dues, auditing and accounting services, legal fees and
expenses, printing, fees and expenses of any custodian or trustee
having  custody of Fund assets, postage, charges and expenses  of
dividend   disbursing   agents,  registrars  and  stock  transfer
agents,  including the cost of keeping all necessary  shareholder
records  and accounts and handling any problems related  thereto,
and  certain  other costs and costs related to the aforementioned
items.

      The  Adviser has undertaken to reimburse the  Fund  to  the
extent  that  the aggregate annual operating expenses,  including
the  investment  advisory  fee, but  excluding  interest,  taxes,
brokerage  commissions,  litigation and  extraordinary  expenses,
exceed  the  lowest, i.e., most restrictive,  percentage  of  the
Fund's  average net assets established by the laws of the  states
in which the Fund's shares are registered for sale, as determined
by  valuations made as of the close of each business day  of  the
year.   The  Adviser shall reimburse the Fund at the end  of  any
fiscal  year  in  which the aggregate annual  operating  expenses
exceed such restrictive percentage.

      Albert 0. Nicholas is President and a Director of both  the
Fund  and the Adviser, and is a controlling person of the Adviser
through his ownership of 91% of the outstanding voting securities
of the Adviser.

      Mr.  David O. Nicholas is a Senior Vice President  and  the
Portfolio  Manager of the Fund and is primarily  responsible  for
the  day-to-day  management of the Fund's  portfolio.   He  is  a
Senior Vice President and a Director of the Adviser, and has been
employed  by  the  Adviser since December 1985.   He  also  is  a
Chartered Financial Analyst.  He has been Portfolio Manager  for,
and  primarily responsible for the day-to-day management of,  the
portfolios  of the Fund and Nicholas II, Inc. since  March  1993,
and  has  been Co-Portfolio Manager of Nicholas Fund, Inc.  since
November  1996.  Mr. Albert O. Nicholas was Portfolio Manager  of
the Fund from the date of the Fund's inception until March 1993.


                   PURCHASE OF CAPITAL STOCK

      Applications  for  the  purchase  of  shares  are  made  to
Nicholas  Limited Edition, Inc., c/o Firstar Trust Company,  P.O.
Box   2944,  Milwaukee,  Wisconsin  53201-2944.   The  Fund   has
available an Automatic Investment Plan for shareholders.   Anyone
interested should contact the Fund for additional information.

      The  price  per  share  will be the net  asset  value  next
computed  after  the time the application is received  in  proper
order  and accepted by the Fund or by an authorized agent of  the
Fund.   The determination of the net asset value for a particular
day  is applicable to all applications for the purchase of shares
received at or before the close of trading on the New York  Stock
Exchange  ("Exchange") on that day (usually 4:00  p.m.  New  York
time).   Accordingly,  purchase orders  received  on  a  day  the
Exchange  is  open for trading prior to the close of  trading  on
that  day will be valued as of the close of trading on that  day.
Applications  for purchase of shares and requests for  redemption
of  shares  received after the close of trading on  the  Exchange
will  be  based on the net asset value as determined  as  of  the
close of trading on the next day the Exchange is open.

     The Fund does not consider the U. S. Postal Service or other
independent  delivery  services to  be  its  agents.   Therefore,
deposit  in the mail or with such services, or receipt at Firstar
Trust  Company's  Post  Office Box of  purchase  applications  or
redemption requests, does not constitute receipt by Firstar Trust
Company  or  the  Fund.   Correspondence intended  for  overnight
courier  should  not  be  sent to the Post  Office  Box  address.
OVERNIGHT  COURIER  DELIVERY SHOULD  BE  SENT  TO  FIRSTAR  TRUST
COMPANY,  THIRD  FLOOR,  615  EAST  MICHIGAN  STREET,  MILWAUKEE,
WISCONSIN 53202.

      All  applications to purchase capital stock are subject  to
acceptance  or rejection by authorized officers of the  Fund  and
are  not  binding  until  accepted.   Applications  will  not  be
accepted unless they are accompanied by payment.  Payment  should
be made by check or money order drawn on a U.S. bank, savings and
loan  or  credit  union.  The custodian will  charge  a  $20  fee
against  a  shareholder's  account,  in  addition  to  any   loss
sustained  by  the Fund, for any payment check  returned  to  the
custodian for insufficient funds.  It is the policy of  the  Fund
not  to  accept  applications under circumstances or  in  amounts
considered   disadvantageous  for  shareholders.   Any   accounts
(including  custodial accounts) opened without  a  proper  social
security  number  or  taxpayer  identification  number   may   be
liquidated and distributed to the owner(s) of record on the first
business  day following the 60th day of investment,  net  of  the
back-up withholding tax amount.

      The  Fund  has  established $2,000 as the  minimum  initial
purchase  and  $100  as the minimum for any subsequent  purchase,
except  in  the  case  of  reinvestment  of  distributions.   The
Automatic  Investment  Plan has a minimum monthly  investment  of
$50.   Due to the limited size of the Fund and the fixed expenses
incurred by the Fund in maintaining individual accounts, the Fund
reserves the right to redeem accounts that fall below the  $2,000
minimum  required investment due to shareholder  redemption  (but
not solely due to a decrease in net asset value of the Fund).  In
order to exercise this right, the Fund would give 30 days advance
written notice to the accounts below such minimums.


   
      Purchase  of  shares  will be made in full  and  fractional
shares  computed to three decimal places.  If a wire purchase  is
to  be  an  initial purchase, please call Firstar  Trust  Company
(414-276-0535  or  800-544-6547)  with  the  appropriate  account
information prior to sending the wire.  To purchase shares of the
Fund  by  federal wire transfer, instruct your bank  to  use  the
following instructions:

     Wire To:       Firstar Bank Milwaukee, N.A.
                    ABA 075000022

     Credit:        Firstar Trust Company
                    777 East Wisconsin Avenue
                    Milwaukee, Wisconsin  53202
                    Account 112-952-137

     Further Credit:  Nicholas Limited Edition, Inc.
                      (shareholder account number)
                      (shareholder registration)

     Please call Firstar Trust Company at 414-276-0535 or 800-544-
6547  prior to sending the wire in order to obtain a confirmation
number and to ensure prompt and accurate handling of funds.   The
Fund  and  its  transfer  agent  are  not  responsible  for   the
consequences  of  delays resulting from the  banking  or  Federal
Reserve wire system, or from incomplete wiring instructions.
    

     Shares of Common Stock of the Fund may be purchased or  sold
through  certain broker-dealers, financial institutions or  other
service providers ("Processing Intermediaries").  When shares  of
Common  Stock of the Fund are purchased this way, the  Processing
Intermediary, rather than its customer, may be the shareholder of
record.  Certain service providers may receive compensation  from
the  Fund for providing transfer agent-type services relating  to
the  accounts held in street name.  Processing Intermediaries may
use  procedures  and  impose  restrictions  in  addition  to   or
different from those applicable to shareholders who invest in the
Fund  directly.   A Processing Intermediary may  be  required  to
register  as  a  broker or dealer under certain state  laws.   An
investor  intending  to invest in the Fund through  a  Processing
Intermediary  should read the program materials provided  by  the
Processing  Intermediary  in conjunction  with  this  Prospectus.
Processing  Intermediaries may charge fees for the services  they
provide  to their customers.  Such charges may vary among broker-
dealers,  but  in all cases will be retained by the broker-dealer
and  not remitted to the Fund or the Adviser.  Investors  who  do
not wish to receive the services of a Processing Intermediary, or
pay  the fees that may be charged for such services, may want  to
consider  investing directly with the Fund.  Direct  purchase  or
sale of shares of Common Stock of the Fund may be made without  a
sales or redemption charge.
   
     The  Fund  also  may  enter into an  arrangement  with  some
Processing  Intermediaries authorizing them to  process  purchase
orders  or  redemption  requests on behalf  of  the  Fund  on  an
expedited  basis (an "authorized agent").  Receipt of a  purchase
order or redemption request by an authorized agent will be deemed
to  be  receipt by the Fund for purposes of determining  the  net
asset  value  of  Fund shares to be purchase  or  redeemed.   For
purchase orders placed through an authorized agent, a shareholder
will pay the Fund's net asset value per share next computed after
the  receipt by the authorized agent of such purchase order, plus
any  applicable  transaction charge imposed by  the  agent.   For
redemption   orders  placed  through  an  authorized   agent,   a
shareholder  will receive redemption proceeds which  reflect  the
net  asset value per share next computed after the receipt by the
authorized  agent  of the redemption order, less  any  redemption
fees imposed by the agent.
    
     Certificates representing Fund shares purchased will not  be
issued  unless the shareholder specifically requests certificates
by  signed written request to the Fund.  Signature guarantees may
be  required.  Certificates are mailed to requesting shareholders
approximately two weeks after receipt of the request by the Fund.
In no instance will certificates be issued for fractional shares.
When  certificates are not requested, the Fund's transfer  agent,
Firstar Trust Company, will credit the shareholder's account with
the number of shares purchased.  Written confirmations are issued
for all purchases and redemptions of Fund shares.

                  REDEMPTION OF CAPITAL STOCK

     A shareholder may require the Fund at any time during normal
business hours to redeem his/her shares in whole or in part.   If
in   writing,  redemption  requests  must  be  signed   by   each
shareholder,  in  the  exact  manner  as  the  Fund  account   is
registered,  and  must  state the amount of  the  redemption  and
identify  the  shareholder  account  number.   When  shares   are
represented  by  certificates,  redemption  is  accomplished   by
delivering to the Fund, c/o Firstar Trust Company, P.O. Box 2944,
Milwaukee, Wisconsin 53201-2944, the certificate(s) for the  full
shares  to  be  redeemed.  The certificate(s)  must  be  properly
endorsed or accompanied by instrument of transfer, in either case
with signatures guaranteed by an "eligible guarantor institution"
as  defined  in  Section  240.17Ad-15  of  the  Code  of  Federal
Regulations.   An  "eligible guarantor  institution"  includes  a
bank, a savings and loan association, a credit union, or a member
firm  of a national securities exchange.  A notary public is  not
an acceptable guarantor.

     If  certificates  have not been issued,  redemption  can  be
accomplished by delivering an original signed written request for
redemption  addressed  to  Nicholas Limited  Edition,  Inc.,  c/o
Firstar  Trust  Company.   Facsimile transmission  of  redemption
requests  is  not  acceptable.  If the  account  registration  is
individual,   joint   tenants,  sole  proprietorship,   custodial
(Uniform  Gift to Minors Act), or general partners,  the  written
request must be signed exactly as the account is registered.   If
the  account  is owned jointly, both owners must  sign.   Written
confirmations are issued for all redemptions of Fund shares.

     The  Fund  may  require additional supporting documents  for
written    redemptions    made   by   corporations,    executors,
administrators,  trustees and guardians.   Specifically,  if  the
account   is   registered  in  the  name  of  a  corporation   or
association,  the  written  request  must  be  accompanied  by  a
corporate  resolution  signed  by the  authorized  person(s).   A
redemption request for accounts registered in the name of a legal
trust  must  have a copy of the title and signature page  of  the
trust  agreement on file or be accompanied by the trust agreement
and signed by the trustee(s).

     If  there is doubt as to what documents or instructions  are
necessary in order to redeem shares, please write or call Firstar
Trust   Company,   (414-276-0535  or  800-544-6547),   prior   to
submitting  the written redemption request.  A written redemption
request  will not become effective until all documents have  been
received  in proper form by Firstar Trust Company.  See "Purchase
of  Capital Stock" for a description of certain arrangements  the
Fund  may  enter into with Processing Intermediaries  to  process
redemption requests on an expedited basis.

     Shareholders  who  have  an  individual  retirement  account
("IRA")  or other retirement plan must indicate on their  written
redemption  requests  whether or not to withhold  Federal  income
tax.   Redemption requests not indicating an election not to have
Federal  income  tax  withheld will be  subject  to  withholding.
Please   consult  your  current  Disclosure  Statement  for   any
applicable fees.
   
     All  redemptions will be processed immediately upon receipt.
The  redemption price is the net asset value next computed  after
the time of receipt by Firstar Trust Company (or by an authorized
agent  of  the Fund) of the certificate(s) or written request  in
the  proper form set forth above, or pursuant to proper telephone
instructions  (see below).  Shares tendered for redemption  on  a
day the New York Stock Exchange is open for trading, prior to the
close  of trading on that day, will be valued as of the close  of
trading  on that day.  Requests for redemption of shares received
after  the close of trading on the Exchange will be based on  the
net  asset value as determined as of the close of trading on  the
next  day the Exchange is open.  The redemption price will depend
on the market value of the investments in the Fund's portfolio at
the  time of redemption and may be more or less than the cost  of
shares  redeemed.  The Fund will return redemption requests  that
contain restrictions as to the time or date redemptions are to be
effected.   The  Fund ordinarily will make payment  for  redeemed
shares  within  seven days after receipt of a request  in  proper
form,  except  as  provided by the rules of  the  Securities  and
Exchange  Commission.  Redemption proceeds which are to be  wired
normally will be wired on the next business day after a net asset
value  is  determined.   Firstar Trust  Company  charges  a  wire
redemption fee of up to $12.00.  The Fund reserves the  right  to
hold  payment  up to 15 days or until satisfied that  investments
made by check have been collected.

     The  Fund does not consider the U.S. Postal Service or other
independent  delivery  services to  be  its  agents.   Therefore,
deposit  in the mail or with such services or receipt at  Firstar
Trust  Company's Post Office Box of redemption requests does  not
constitute receipt by Firstar Trust Company or the Fund.  Do  not
mail letters by overnight courier to the Post Office Box address.
CORRESPONDENCE  MAILED BY OVERNIGHT COURIER  SHOULD  BE  SENT  TO
FIRSTAR  TRUST  COMPANY, THIRD FLOOR, 615 EAST  MICHIGAN  STREET,
MILWAUKEE, WISCONSIN 53202.

      Telephone  redemption  is  automatically  extended  to  all
accounts  in  the  Fund  unless this  privilege  is  declined  in
writing.   This option does not apply to IRA accounts and  master
retirement  plans  for  which  Firstar  Trust  Company  acts   as
custodian.   Telephone redemptions can only be  made  by  calling
Firstar  Trust  Company at 414-276-0535 or 800-544-6547.   In  an
effort  to prevent unauthorized or fraudulent redemption requests
by  telephone, the Fund and its transfer agent employ  reasonable
procedures  to  confirm that such instructions are  genuine.   In
addition  to  the account registration, you will be  required  to
provide  either  the  account number or social  security  number.
Telephone calls will be recorded.  Telephone redemption  requests
must  be  received  prior to the closing of the  New  York  Stock
Exchange (usually 4:00 p.m., New York time) to receive that day's
net  asset  value.   There will be no exceptions  due  to  market
activity.   During  periods  of substantial  economic  or  market
changes,  telephone transactions may be difficult  to  implement.
If  a  shareholder is unable to contact Firstar Trust Company  by
telephone,  shares  also  may  be  redeemed  by  delivering   the
redemption  request in person or by mail.  The maximum  telephone
redemption is $25,000 per account/per business day.  The  maximum
telephone  redemption  for  related  accounts  is  $100,000   per
business  day.  The minimum telephone redemption is  $500  except
when redeeming an account in full.

    
   
     The Fund reserves the right to refuse a telephone redemption
if  it  is believed advisable to do so.  Procedures for redeeming
Fund  shares  by telephone may be modified or terminated  at  any
time by the Fund or Firstar Trust Company.  Neither the Fund  nor
Firstar Trust Company will be responsible for the authenticity of
redemption   instructions  received  by  telephone   which   they
reasonably believe to be genuine, even if such instructions prove
to  be  unauthorized or fraudulent.  The Fund and  Firstar  Trust
Company  will  employ  reasonable  procedures  to  confirm   that
instructions received by telephone are genuine, and  if  they  do
not,  they  may  be  liable for losses  due  to  unauthorized  or
fraudulent instructions.
    
     The  shareholder may instruct Firstar Trust Company to  mail
the  proceeds  to the address of record or to directly  mail  the
proceeds to a pre-authorized bank account.  The proceeds also may
be  wired to a pre-authorized account at a commercial bank in the
United  States.  Firstar Trust Company charges a wire  redemption
fee of up to $12.00.  Please contact the Fund for the appropriate
form if you are interested in setting your account up with wiring
instructions.

SIGNATURE GUARANTEES

     A  signature guarantee of each owner is required  to  redeem
shares  in  the  following situations, for all size transactions:
(i)  if  you  change  the ownership on your  account;  (ii)  upon
redemption of shares when certificates have been issued for  your
account;  (iii) when you want the redemption proceeds sent  to  a
different  address  than is registered on the account;  (iv)  for
both certificated and uncertificated shares, if the proceeds  are
to  be  made payable to someone other than the account  owner(s);
(v)  any redemption transmitted by federal wire transfer to  your
bank not previously set up with the Fund; or (vi) if a change  of
address  request has been received by the Fund or  Firstar  Trust
Company  within  15 days of a redemption request.   In  addition,
signature guarantees are required for all redemptions of $100,000
or  more  from any shareholder account in the Nicholas Family  of
Funds.   A  redemption will not be processed until the  signature
guarantee,  if  required, is received in proper form.   A  notary
public is not an acceptable guarantor.

                     EXCHANGE BETWEEN FUNDS

     If a shareholder chooses to exercise the exchange privilege,
the  shares will be exchanged at their next determined net  asset
value.   When  an exchange into the Nicholas Money  Market  Fund,
Inc.  would involve investment of the exchanged amount on  a  day
when  the  New  York Stock Exchange is open for trading  but  the
Federal  Reserve  Banks are closed, shares of the  Fund  will  be
redeemed  on the day upon which the exchange request is received;
however, issuance of Nicholas Money Market Fund, Inc. shares  may
be  delayed  an  additional business day in order  to  avoid  the
dilutive  effect  on  return (i.e. reduction  in  net  investment
income per share) which would result from issuance of such shares
on a day when the exchanged amount cannot be invested.  In such a
case,  the exchanged amount would be uninvested for this one  day
period.   Shareholders  interested  in  exercising  the  exchange
privilege  must obtain the appropriate prospectus  from  Nicholas
Company,  Inc.  Such an exchange constitutes a sale  for  Federal
income tax purposes and a capital gain or loss generally will  be
recognized  upon  the exchange, depending upon  whether  the  net
asset  value  at the time is more or less than the  shareholder's
cost.   An exchange between the Funds involving master retirement
(Keogh)  or IRA accounts generally will not constitute a  taxable
transaction for Federal income tax purposes.

     The  exchange  privilege may be terminated or modified  only
upon  60  days advance notice to shareholders.  Shareholders  are
reminded,  however, that the Fund is restricted in  size  to  ten
million shares available for purchase,  and  thus  the   exchange
privilege into the Fund may  be terminated  or modified at a time
when that maximum is reached.

     Shares  of  the  Fund may be exchanged for shares  of  other
investment companies for which Nicholas Company, Inc.  serves  as
the  investment  adviser.  Nicholas Company,  Inc.  is  also  the
investment adviser to Nicholas Fund, Inc., Nicholas Income  Fund,
Inc.,  Nicholas  II, Inc., Nicholas Money Market Fund,  Inc.  and
Nicholas  Equity Income Fund, Inc.  Nicholas Fund,  Inc.  has  an
investment objective of capital appreciation in which income is a
secondary consideration.  Nicholas Income Fund, Inc.'s investment
objective  is  to  seek high current income consistent  with  the
preservation  and  conservation of capital value.   Nicholas  II,
Inc.  has  as its investment objective long-term growth in  which
income is a secondary consideration.  Nicholas Money Market Fund,
Inc. has an investment objective of achieving as high a level  of
current  income  as  is  consistent with preserving  capital  and
providing  liquidity.  Nicholas Equity Income Fund, Inc.  has  an
investment  objective of reasonable income, with  moderate  long-
term growth as a secondary consideration.

    Exchange of shares can be accomplished in the following ways:

    Exchange  by  Mail.  An exchange of shares of  the  Fund  for
    shares of other available Nicholas mutual funds will be  made
    without   cost  to  the  investor  through  written  request.
    Shareholders  interested in exercising the exchange  by  mail
    privilege may obtain the appropriate prospectus from Nicholas
    Company,  Inc. Signatures required are the same as previously
    explained under "Redemption of Capital Stock."

    Exchange   by   Telephone.   Shareholders  may  exchange   by
    telephone  among  all funds for which the  Nicholas  Company,
    Inc. serves as investment adviser.  Only exchanges of $500 or
    more  may be executed using the telephone exchange privilege.
    Firstar  Trust Company charges a $5.00 fee for each telephone
    exchange.   In an effort to avoid the risks often  associated
    with large market timers, the maximum telephone exchange  per
    account  per  day  is  set at $100,000,  with  a  maximum  of
    $l,000,000  per  day  for related accounts.   Four  telephone
    exchanges per account during any twelve month period will  be
    allowed.

     Procedures  for exchanging Fund shares by telephone  may  be
modified  or terminated at any time by the Fund or Firstar  Trust
Company.   Neither  the Fund nor Firstar Trust  Company  will  be
responsible   for  the  authenticity  of  exchange   instructions
received by telephone.  Telephone exchanges can only be  made  by
calling  Firstar  Trust Company at 4l4-276-0535 or  800-544-6547.
You  will  be required to provide pertinent information regarding
your account.  Calls will be recorded.
                   
                   TRANSFER OF CAPITAL STOCK

     Shares  of the Fund may be transferred in instances such  as
the  death  of  a  shareholder, change of  account  registration,
change  of  account ownership and  in cases where shares  of  the
Fund  are  transferred as a gift.  Documents and instructions  to
transfer  capital  stock can be obtained by  writing  or  calling
Firstar  Trust Company (414-276-0535 or 800-544-6547) or Nicholas
Company,  Inc. (414-272-6133 or 800-227-5987) prior to submitting
any transfer requests.


                DETERMINATION OF NET ASSET VALUE

     The net asset value of a share is determined by dividing the
total value of the net assets of the Fund by the total number  of
shares  outstanding at that time.  Net assets  of  the  Fund  are
determined  by deducting the liabilities of the Fund  from  total
assets.   The  net asset value is determined as of the  close  of
trading  on the New York Stock Exchange on each day the  Exchange
is open for unrestricted trading.

     Common stocks and other equity-type securities traded  on  a
stock  exchange or NASDAQ ordinarily will be valued on the  basis
of  the  last  sale  price on the date of valuation,  or  in  the
absence  of  any sale on that day, the closing bid price.    Long
term debt securities will  be  valued  at  the  current evaluated
price.  Securities  for  which  there  are no  readily  available
market  quotations  and  other assets and liabilities of the Fund
will  be  valued   at  their   current  fair  value using methods
determined in good faith by the Board of Directors.


                DIVIDENDS AND FEDERAL TAX STATUS

     The  Fund  intends  to  continue to qualify  annually  as  a
"regulated investment company" under the Internal Revenue Code of
1986 and intends to take all other action required to insure that
little  or  no Federal income or excise taxes will be payable  by
the  Fund.   As  a  result,  the  Fund  will  generally  seek  to
distribute annually to its shareholders substantially all of  its
net  investment  income  and net realized  capital  gains  (after
utilization of any available capital loss carryovers).
   
     For  Federal income tax purposes, distributions by the Fund,
whether received in cash or invested in additional shares of  the
Fund,  will  be taxable to the Fund's shareholders, except  those
shareholders that are not subject to tax on their income.   Long-
term  capital  gains  distributed by the  Fund  will  retain  the
character that it had at the Fund level.  The Taxpayer Relief Act
of 1997 reduced from 28% to 20% the maximum tax rate on long-term
capital gains.  This reduced rate generally applies to securities
held more than 18 months.  The 28% maximum rate would still apply
for  securities held between twelve months and 18 months.  Income
distributed  from  the  Fund's  net  investment  income  and  net
realized short-term capital gains are taxable to shareholders  as
ordinary   income.   Distributions  will  be  made  annually   in
December.   The  Fund  will provide information  to  shareholders
concerning  the  character  and  federal  tax  treatment  of  all
dividends and distributions.
    
     Since  at the time of purchase of shares the Fund  may  have
undistributed income or capital gains included in the computation
of  the  net  asset value per share, a dividend or  capital  gain
distribution   received  shortly  after  such   purchase   by   a
shareholder may be taxable to the shareholder, although it is, in
whole or in part, a return of capital and may have the effect  of
reducing the net asset value per share.

     Under federal law, some shareholders may be subject to a 31%
withholding  on reportable dividends, capital gain  distributions
(if   any)   and   redemption  payments  ("backup  withholding").
Generally,  shareholders subject to backup  withholding  will  be
those  (i)  for whom a taxpayer identification number is  not  on
file  with  the  Fund  or  who,  to the  Fund's  knowledge,  have
furnished  an  incorrect number; and  (ii)  who  have  failed  to
declare or underreported certain income on their Federal returns.
When  establishing  an account, an investor  must  certify  under
penalties  of  perjury  that the taxpayer  identification  number
supplied  to  the Fund is correct and that he is not  subject  to
backup withholding.

     The foregoing tax discussion relates to Federal income taxes
only  and  is  not  intended to be a complete discussion  of  all
federal tax consequences.  Shareholders should consult with a tax
adviser  concerning the application of federal, state  and  local
taxes to an investment in the Fund.


                   DIVIDEND REINVESTMENT PLAN

    Unless a shareholder elects to accept cash in lieu of shares,
all  dividend  and  capital gain distributions are  automatically
reinvested in additional shares of the Fund through the  Dividend
Reinvestment Plan.  An election to accept cash may be made on the
application   to   purchase  shares  or   by   separate   written
notification or by telephone.  All reinvestments are at  the  net
asset  value  per share in effect on the dividend or distribution
date and are credited to the shareholder's account.  Shareholders
will  be advised of the number of shares purchased and the  price
following each reinvestment period.

     Shareholders  may  withdraw  from  or  thereafter  elect  to
participate  in  the Dividend Reinvestment Plan at  any  time  by
giving  written or telephonic notice to the Transfer  Agent.   An
election  must  be received by the Transfer Agent  prior  to  the
dividend  record  date  of any particular  distribution  for  the
election  to be effective for that distribution.  If an  election
to withdraw from or participate in the Dividend Reinvestment Plan
is  received between a dividend record date and payment date,  it
shall  become  effective on the day following the  payment  date.
The  Fund may modify or terminate the Dividend Reinvestment  Plan
at any time on 30 days' written notice to participants.


                   SYSTEMATIC WITHDRAWAL PLAN

     Shareholders who have purchased or currently own $10,000  or
more  of  Fund  shares at the current market  value  may  open  a
Systematic  Withdrawal  Plan  and receive  monthly  or  quarterly
checks   for  any  designated  amount.   Firstar  Trust   Company
reinvests all income and capital gain dividends in shares of  the
Fund.   Shareholders may add shares to, withdraw shares from,  or
terminate  the  Plan,  at any time.  Each  withdrawal  may  be  a
taxable  event to the shareholder.  Liquidation of the shares  in
excess  of  distributions may deplete  or  possibly  use  up  the
initial  investment,  particularly  in  the  event  of  a  market
decline,  and withdrawals cannot be considered a yield or  income
on the investment.  In addition to termination of the Plan by the
Fund or shareholders, the Plan may be terminated by Firstar Trust
Company  upon written notice mailed to the shareholders.   Please
contact the Nicholas Company for copies of the Plan documents.


                 INDIVIDUAL RETIREMENT ACCOUNTS
   
     Individuals  may be able to establish a traditional  IRA,  a
Roth  IRA  and/or an education IRA.  The   Fund offers  prototype
IRA plans for adoption by individuals who qualify.  A description
of  applicable  service fees and application forms are  available
upon  request  from the Fund.  The IRA documents also  contain  a
Disclosure  Statement which the IRS requires to be  furnished  to
individuals who are considering adopting an IRA.  It is important
you obtain up-to-date information from the Fund before opening an
IRA.
    
     As  long as the aggregate IRA contributions meet the  Fund's
minimum  requirements  of  $2,000,  the  Fund  will  accept   any
allocation of such contributions between spousal, deductible  and
non-deductible  accounts.  The acceptability of this  calculation
is the sole responsibility of the  shareholder.  For this reason,
it  is advisable for taxpayers to consult with their personal tax
adviser   to   determine   the   deductibility   of   their   IRA
contributions.

     Because  a retirement program involves commitments  covering
future  years, it is important that the investment objectives  of
the  Fund  are  consistent with your own  retirement  objectives.
Premature  withdrawals  from an IRA may  result  in  adverse  tax
consequences.   Consultation with a  tax  adviser  regarding  tax
consequences is recommended.


                     MASTER RETIREMENT PLAN

     The  Fund  has available a master retirement plan  (formerly
called  a Keogh Plan) for self-employed individuals.  Any  person
seeking additional information or wishing to participate  in  the
Plan  may  contact  the Fund.  Consultation with  a  tax  adviser
regarding the tax consequences of the Plan is recommended.


                       CAPITAL STRUCTURE

     The  Fund is authorized to issue twenty million (20,000,000)
shares of Common Stock, $.01 par value per share.  Of these,  the
Board  of Directors of the Fund has determined that a maximum  of
ten  million  shares  (net  of  redemptions)  are  available  for
purchase  by  investors and ten million shares are  reserved  for
reinvestment  of  capital gain and dividend  distributions.   See
"Share   Limitation"  for  a  description  of  the   restrictions
applicable to purchase of shares of the Fund by investors.

     Each  full  share  has one vote and all  shares  participate
equally  in dividends, other distributions by the Fund,  and  the
residual  assets of the Fund in the event of liquidation.   There
are  no  conversion  or  sinking fund  provisions  applicable  to
shares,  and  holders  have  no preemptive  rights  and  may  not
cumulate  their votes in the election of directors.   Shares  are
redeemable  and  transferable.   Fractional  shares  entitle  the
holder to the same rights as whole shares.


                         ANNUAL MEETING

      Under  the  laws  of  the  state  of  Maryland,  registered
investment  companies, such as the Fund, may operate  without  an
annual  meeting of shareholders under specified circumstances  if
an  annual  meeting is not required by the Investment Company Act
of  1940,  as  amended.   The Fund has  adopted  the  appropriate
provisions  in  its Articles of Incorporation and will  not  hold
annual meetings of shareholders unless otherwise required  to  do
so.

    In the event the Fund is not required to hold annual meetings
of shareholders to elect directors, the Board of Directors of the
Fund will promptly call a meeting of the shareholders of the Fund
for  the  purpose of voting upon the question of removal  of  any
director when requested in writing to do so by the record holders
of not less than 10% of the outstanding shares of Common Stock of
the  Fund.  The affirmative vote of two-thirds of the outstanding
shares,  cast in person or by proxy at a meeting called for  such
purpose, is required to remove a director of the Fund.  The  Fund
will  assist  shareholders in communicating with each  other  for
this purpose pursuant to the requirements of Section 16(c) of the
Investment Company Act of 1940, as amended.


                      SHAREHOLDER REPORTS

     Shareholders will be provided at least semiannually  with  a
report  or a current prospectus showing the Fund's portfolio  and
other  information.  After the close of the Fund's  fiscal  year,
which  ends  December 31, an annual report or current  prospectus
containing financial statements audited by the Fund's independent
public  accountants  will  be  sent to  shareholders.   Inquiries
concerning  the Fund may be made by telephone at 414-272-6133  or
800-227-5987,  or by writing to Nicholas Limited  Edition   Inc.,
700  North Water Street, Suite 1010, Milwaukee, Wisconsin  53202.
A  copy  of  the Fund's most recent Annual Report (which  may  be
obtained  without charge) may be obtained by calling  or  writing
the Fund.


                  CUSTODIAN AND TRANSFER AGENT

     Firstar Trust Company, 615 East Michigan Street,  Milwaukee,
Wisconsin   53202, acts as Custodian and Transfer Agent  for  the
Fund.


           INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL

     Arthur  Andersen LLP, 100 East Wisconsin Avenue,  Milwaukee,
Wisconsin  53202, are the independent accountants for  the  Fund.
Michael   Best  &  Friedrich  LLP,  100  East  Wisconsin  Avenue,
Milwaukee,  Wisconsin 53202, has passed on the  legality  of  the
shares of Common Stock of the Fund being offered.

                           PROSPECTUS




                 NICHOLAS LIMITED EDITION, INC.




                       Investment Adviser
                     NICHOLAS COMPANY, INC.
                      Milwaukee, Wisconsin
                  414-272-6133 or 800-227-5987


                  Custodian and Transfer Agent
                     FIRSTAR TRUST COMPANY
                      Milwaukee, Wisconsin
                  414-276-0535 or 800-544-6547


                 Independent Public Accountants
                      ARTHUR ANDERSEN LLP
                      Milwaukee, Wisconsin


                            Counsel
                  MICHAEL BEST & FRIEDRICH LLP
                      Milwaukee, Wisconsin










                 NICHOLAS LIMITED EDITION, INC.


                     700 NORTH WATER STREET
                   MILWAUKEE, WISCONSIN 53202








                         April 30, 1998

                 NICHOLAS LIMITED EDITION, INC.




                           Form N-1A




          PART B:  STATEMENT OF ADDITIONAL INFORMATION
                 NICHOLAS LIMITED EDITION, INC.




              STATEMENT OF ADDITIONAL INFORMATION




               700 North Water Street, Suite 1010
                  Milwaukee, Wisconsin  53202
                          414-272-6133
                          800-227-5987




      This  Statement of Additional Information, which is  not  a
prospectus,  supplements and should be read in  conjunction  with
the  current  Prospectus of Nicholas Limited Edition,  Inc.  (the
"Fund"),  dated April 30, 1998, and the Fund's Annual Report  for
the  fiscal  year ended December 31, 1997, which is  incorporated
herein  by reference, as they may be revised from time  to  time.
To  obtain  a  copy of the Fund's Prospectus and  Annual  Report,
please write or call the Fund at the address and telephone number
set forth above.




                 NO LOAD FUND - NO SALES CHARGE



                       Investment Adviser



                     NICHOLAS COMPANY, INC.





                        April  30, 1998
                       
                       TABLE OF CONTENTS


                                                             Page

INTRODUCTION.........................................           1

SHARE LIMITATION.....................................           1

INVESTMENT OBJECTIVES AND POLICIES...................           1

INVESTMENT RESTRICTIONS..............................           3

INVESTMENT ADVISER...................................           5

MANAGEMENT - DIRECTORS, EXECUTIVE OFFICERS
  AND PORTFOLIO MANAGER OF THE FUND..................           7

PRINCIPAL SHAREHOLDERS...............................          10

PURCHASE OF CAPITAL STOCK............................          10

REDEMPTION OF CAPITAL STOCK..........................          12

EXCHANGE BETWEEN FUNDS...............................          14

TRANSFER OF CAPITAL STOCK............................          15

DETERMINATION OF NET ASSET VALUE.....................          15

INCOME, DIVIDENDS AND FEDERAL TAX STATUS.............          16

DIVIDEND REINVESTMENT PLAN...........................          17

INDIVIDUAL RETIREMENT ACCOUNTS.......................          17

MASTER RETIREMENT PLAN...............................          18

BROKERAGE............................................          18

PERFORMANCE DATA.....................................          20

CAPITAL STRUCTURE....................................          21

STOCK CERTIFICATES...................................          21

SHAREHOLDER REPORTS..................................          21

ANNUAL MEETING.......................................          21

COMMUNICATIONS BETWEEN SHAREHOLDERS..................          21

CUSTODIAN AND TRANSFER AGENT.........................          22

INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL............          22

FINANCIAL INFORMATION................................          22

                          INTRODUCTION

     Nicholas Limited Edition, Inc. (the "Fund") was incorporated
under  the laws of Maryland on January 26, 1987.  The Fund is  an
open-end,  diversified management investment  company  registered
under  the  Investment Company Act of 1940, as  amended.   As  an
open-end   investment   company,  it  obtains   its   assets   by
continuously selling shares of its Common Stock, $.01  par  value
per  share, to the public.  Proceeds from such sales are invested
by  the Fund in securities of other companies.  The resources  of
many  investors are combined and each individual investor has  an
interest  in every one of the securities owned by the Fund.   The
Fund  provides  each individual investor with diversification  by
investing  in  the securities of many different  companies  in  a
variety  of  industries and furnishes experienced  management  to
select and watch over its investments.  As an open-end investment
company,  the Fund will redeem any of its outstanding  shares  on
demand  of  the  owner at their net asset value  next  determined
following  receipt  of  the redemption request.   The  investment
adviser to the Fund is Nicholas Company, Inc. (the "Adviser").

      The  primary investment objective of the Fund is  long-term
growth.   Current  income is a small factor  in  considering  the
selection  of investments.  The Fund intends to invest  primarily
in  common  stocks.   The Fund may invest  in  common  stocks  of
companies  which  are not actively traded or  the  companies  are
smaller,  out  of  favor or have limited operating  history  upon
which  to base an evaluation of future performance, and thus  may
carry  greater  risk  than investments in the  common  stocks  of
larger, more established companies.  The Fund may also invest  in
debt securities which carry a high degree of risk.  Consequently,
the Fund is not intended to be a complete investment program.


                        SHARE LIMITATION

      The  Fund  will be restricted in size to a  maximum  of  20
million  shares  of Common Stock outstanding.  A maximum  of  ten
million shares (net of redemptions) are available for purchase by
investors and ten million shares are reserved for reinvestment of
capital  gain and dividend distributions.  At such  time  as  the
maximum of ten million shares are issued and outstanding (without
taking  into  account shares outstanding as a result  of  capital
gain and dividend distributions), the Fund will close to all  new
investments, including additions to existing accounts, other than
through  reinvestment of capital gain and dividend distributions.
In  addition, the Fund may close to new investments from time  to
time  as may be determined by the officers of the Fund.  However,
redemptions of shares will continue to be accepted.   Should  the
number of outstanding shares decline through redemptions,  or  at
other  appropriate times, the officers of the Fund may, in  their
discretion,  authorize the Fund to reopen for further investment.
Due to the limitation on its size, the Fund may be forced to sell
securities   to  meet  redemption  requests  in  adverse   market
conditions.

      The  officers  of  the  Fund have  the  right  to  restrict
investments  by any single shareholder by rejecting  any  new  or
additional  subscription for shares (including  exercise  of  the
exchange  privilege  with other investment  companies  for  which
Nicholas  Company,  Inc.  serves as investment  adviser  but  not
including    reinvestment   of   capital   gain   and    dividend
distributions) which would result in the aggregate value of  such
shareholder's account equaling 5% or more of the total net assets
of  the  Fund.   For  the  purpose of this  restriction,  related
accounts  (as  determined by the officers of the  Fund  in  their
discretion)  may  be grouped together to determine  an  aggregate
account value.


               INVESTMENT OBJECTIVES AND POLICIES

      The  Fund has adopted primary investment objectives,  which
are  fundamental  policies.  The Fund also has adopted  secondary
investment  objectives and certain other policies which  are  not
fundamental and may be changed by the Board of Directors  without
shareholder approval.  However, any such change will be made only
upon advance notice to shareholders.  Such changes may result  in
the  Fund having secondary investment and other policy objectives
different  from  the  objectives which a  shareholder  considered
appropriate at the time of investment in the Fund.

      The  primary investment objective of the Fund is  long-term
growth.   Current  income is a small factor  in  considering  the
selection of investments.  There are market risks inherent in any
investment  and  there can be no assurance the objective  of  the
Fund  will  be  realized, nor can there be any assurance  against
possible loss in the value of the Fund's portfolio.

 .95   It is the policy of the Fund to invest in securities  which
are  believed by the Adviser to offer possibilities for  increase
in  value.   For  the most part, these will be common  stocks  of
companies  which  the  officers of  the  Fund  consider  to  have
favorable  long-term prospects.  Since the major portion  of  the
Fund's  portfolio consists of common stocks, its net asset  value
may be subject to greater fluctuation than a portfolio containing
a  substantial amount of fixed income securities.  Securities are
not  purchased with a view to rapid turnover or to obtain  short-
term  profits, which are defined as profits on assets  held  less
than twelve months.

      The Fund's investment philosophy is long-term growth, which
is  based  on the assumption that if a company achieves  superior
growth in sales and earnings, eventually the company's stock will
achieve  superior  performance.   While  small  and  medium  size
companies  often  have  a limited market for  their   securities,
limited  financial  resources and are usually  more  affected  by
changes  in  the  economy  in general, they  also  may  have  the
potential  for more rapid, and greater, long-term growth  because
of  newer  and more innovative products.  The Fund is limited  in
the  percentage  of total Fund assets which may  be  invested  in
securities for which market quotations are not readily available.

      Securities  of  unseasoned companies where  the  risks  are
considerably  greater than with securities  of  more  established
companies  also  may be acquired from time to time  by  the  Fund
where  the  Adviser believes such investments offer possibilities
of  capital  appreciation.  Some of these risks may  be  lack  of
large  daily trading volume, lack of financial resources adequate
to withstand a sustained downturn in the economy or the company's
own  financial  prospects, dependence upon  single  suppliers  or
customers,  dependence  upon  key  personnel,  lack  of  earnings
history  upon which to predict future performance and  a  general
lack  of  other  historical data with which to evaluate  expected
response to recurring market contingencies.  However, the Fund is
limited  in  the  percentage of total fund assets  which  may  be
invested  in  the  securities  of  unseasoned  companies   (i.e.,
companies  which  have  a  record  of  less  than  three   years'
continuous operation).

      Debt  securities and preferred stock that  are  convertible
into  or  carry  rights  to  acquire  common  stock,  other  debt
securities  (such as those selling at substantial discounts)  and
warrants  listed on the New York or American Stock Exchanges  may
be  acquired  from  time  to time when the  Adviser  thinks  such
investments offer the possibility of appreciation in value.   The
Fund  usually   will not invest more than 5% of its total  assets
(at  the  time  of purchase) in non-investment grade fixed-income
securities, some of which may have speculative characteristics or
may  even be in default.  An investment in debt securities  which
are  in  default carries a high degree of risk and may  have  the
consequence   that  interest  payments  with  respect   to   such
securities may be reduced, deferred, suspended or eliminated  and
may  have  the  further consequence that principal  payments  may
likewise  be  reduced, deferred, suspended or cancelled,  causing
the  loss of the entire amount of the investment.  Non-investment
grade   securities   tend   to   reflect   individual   corporate
developments  to a greater extent, tend to be more  sensitive  to
economic  conditions and tend to have a weaker  capacity  to  pay
interest  and  repay  principal  than  higher  rated  securities.
Because the market for lower rated securities may be thinner  and
less active than for higher rated securities, there may be market
price  volatility for these securities and limited  liquidity  in
the resale markets.  Factors adversely impacting the market value
of  high yielding, high risk securities will adversely impact the
Fund's net asset value.

     It is anticipated the major portion of the portfolio will at
all  times  be invested in common stocks.  However, there  is  no
minimum  or  maximum  percentage of the Fund's  assets  which  is
required  to be invested in any type of security.  Cash and  cash
equivalent securities will be retained by the Fund in  an  amount
sufficient to provide moderate liquid reserves so that  the  Fund
has  sufficient cash to meet shareholder redemption requests  and
other  operating expenses.  The Fund also may invest in  variable
rate  demand  notes.   The Fund reserves freedom  to  temporarily
invest its assets in investment grade fixed income securities (or
unrated but deemed by the Adviser to be comparable in quality  to
instruments  so  rated on the date of purchase)  as  a  defensive
measure,  when  conditions are deemed  to  warrant  such  action.
"Investment grade fixed income securities" refers to fixed income
securities ranked in one of the top four categories by any of the
nationally   recognized  statistical  rating  organizations,   as
defined  in  Section 270.2a-7 of the Code of Federal Regulations,
or  unrated but deemed by the Adviser to be comparable in quality
to  instruments  so  rated on the date of  purchase.   The  fixed
income  securities  described in the  fourth  category  of  these
rating services possess speculative characteristics.

      Securities  are  not  purchased with the  intent  of  rapid
turnover  or  to  obtain short-term trading profits.   Short-term
trading  profits are defined as profits on assets held less  than
twelve months.  The term "portfolio turnover rate" refers to  the
percentage  determined  by dividing the lesser  of  the  cost  of
purchases  or  the  proceeds from sales of  portfolio  securities
during  the  year  by the average of the value of  the  portfolio
securities  owned  by  the  Fund  during  the  year.   "Portfolio
turnover   rate"   excludes  investments   in   U.S.   Government
obligations and all other securities with less than one  year  to
maturity  at  the time of purchase.  The portfolio turnover  rate
for the Fund for the years ended December 31, 1995, 1996 and 1997
were 35.77%, 32.31% and 37.05%, respectively.

      The  Fund  has reserved the right to invest  in  repurchase
agreements   ("REPOs")   as   a  temporary   defensive   measure.
Repurchase agreements may be entered into only with a member bank
of  the  Federal  Reserve  System or a  primary  dealer  in  U.S.
Government  securities.   Under  such  agreements,  the  bank  or
primary  dealer  agrees,  upon entering  into  the  contract,  to
repurchase  the security from the Fund at a mutually agreed  upon
time and price.  The prices at which the trades are conducted  do
not reflect accrued interest on the underlying obligation.  While
the  obligation is a U.S. Government security, the obligation  of
the  seller to repurchase the security is not guaranteed  by  the
U.S.  Government, thereby creating the risk that the  seller  may
fail to repurchase the security.

      Repurchase agreements may be construed to be collateralized
loans  by  the purchaser to the seller secured by the  securities
transferred to the purchaser.  The Fund will require  the  seller
to  provide  additional collateral if the  market  value  of  the
securities  falls below the repurchase price at any  time  during
the term of the repurchase agreement.  In the event of default by
the  seller  under  a  repurchase agreement  construed  to  be  a
collateralized loan, the underlying securities are not  owned  by
the   Fund  but  only  constitute  collateral  for  the  seller's
obligation to pay the repurchase price.  Therefore, the Fund  may
suffer  time delays and incur costs or losses in connection  with
the  disposition of the collateral.  The Fund also  would  retain
ownership  of  the securities in the event of a default  under  a
repurchase agreement that is construed not to be a collateralized
loan.  In such event, the Fund also would have rights against the
seller  for breach of contract with respect to any losses arising
from  market fluctuations following the failure of the seller  to
perform.

      The Fund also may invest in securities which are issued  in
private placements pursuant to Section 4(2) of the Securities Act
of  1933,  as  amended  (the "Act").   Such  securities  are  not
registered  for  purchase and sale by the public under  the  Act.
The  liquidity of such securities is a question of fact  for  the
Board  of  Directors  to determine at the time  of  purchase  and
periodically thereafter as circumstances warrant, based upon  the
trading  markets  for the specific security, the availability  of
reliable  price information and other relevant information.   The
Fund  generally will not invest more than 25% of its total assets
in  securities eligible for resale under Rule 144A.  There may be
a  risk  of  little or no market for resale associated with  such
private  placement  securities if the Fund does not hold them  to
maturity.    In   addition,   to  the   extent   that   qualified
institutional  buyers  do  not  purchase  restricted   securities
pursuant  to  Rule 144A, the Fund's investing in such  securities
may have the effect of increasing the level of illiquidity in the
Fund's portfolio.  The Fund's limit on its aggregate holdings  of
all illiquid assets is 15% of its total assets.  The Fund also is
limited  in  its  nvestments in Section 4(2) and Rule  144A  debt
securities by the investment restrictions set forth in 1(c) under
"Investment Restrictions," below.  The Fund may invest  generally
up  to  10% of its total assets in securities of other investment
companies.   Investments in the securities  of  other  investment
companies  will involve duplication of advisory fees and  certain
other expenses.


                    INVESTMENT RESTRICTIONS

      The Fund has adopted the following restrictions, which  are
matters  of fundamental policy and cannot be changed without  the
approval of the holders of a majority of its outstanding  shares,
or,  if  less,  67% of the shares represented  at  a  meeting  of
shareholders at which 50% or more of the holders are  represented
in person or by proxy:

          1.    The  Fund will not purchase securities on margin,
          participate in a joint trading account, sell securities
          short,  or  act  as an underwriter or   distributor  of
          securities other than its own capital stock.  The  Fund
          will not lend money, except for:

                    (a)  the purchase of a portion of an issue of
               publicly distributed debt securities;

                     (b)  investment in repurchase agreements  in
               an  amount not to exceed 20%  of   the  total  net
               assets,  taken  at  market, of the Fund; provided,
               however,   that  repurchase agreements maturing in
               more than seven days will not constitute more than
               5% of the value of total  net  assets,   taken  at
               market; and

                     (c)   the  purchase of a portion  of  bonds,
               debentures  or  other  debt  securities  of  types
               commonly   distributed  privately   to   financial
               institutions, in an amount not to exceed 5% of the
               value of total net assets, taken at market, of the
               Fund.

                The  total  investment of the Fund in  repurchase
          agreements  maturing  in more  than  seven  days,  when
          combined with the type of investment set forth in  1(c)
          above,  will not exceed 5% of the value of  the  Fund's
          total net assets, taken at market.

          2.    The Fund will not purchase or sell real estate or
          interests  in  real  estate, commodities  or  commodity
          futures.  The Fund may invest in the securities of real
          estate  investment  trusts and other real  estate-based
          securities listed on a national securities exchange  or
          authorized for quotation on the National Association of
          Securities Dealers Automated Quotations System, but not
          more  than 10% in value of the Fund's total net  assets
          will be  invested  in real estate investment trusts nor
          will   more  than  25% in value of the Fund's total net
          assets  be  invested in the real estate industry in the
          aggregate.

          3.    The  Fund  may  not  issue senior  securities  in
          violation  of the Investment Company Act  of  1940,  as
          amended.   The  Fund may make borrowings but  only  for
          temporary  or  emergency  purposes  and  then  only  in
          amounts  not in excess of 5% of the lower  of  cost  or
          market value of the Fund's total net assets.

          4.   The Fund will not pledge any of its assets.

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

          6.    Not more than 5% of the total net assets  of  the
          Fund, taken at market value, will  be  invested  in the
          securities  of  any  one issuer (not  including  United
          States Government securities).

          7.   Not more than 25% of the value of the Fund's total
          net assets will be concentrated in companies of any one
          industry or group of related industries.

          8.    The  Fund will not acquire or retain any security
          issued by a company, an officer or director of which is
          an  officer  or  director of the Fund, or  an  officer,
          director, shareholder or other interested person of the 
          Adviser.

      In  addition  to the foregoing restrictions, the  Fund  has
adopted  the following restrictions which may be changed  by  the
Board of Directors of the Fund without shareholder approval.  Any
such   change  would  be  made  only  upon  advance   notice   to
shareholders  in the form of an amended Statement  of  Additional
Information filed with the Securities and Exchange Commission.

   
          1.    The  Fund will not invest more than  15%  of  its
          total assets in equity securities which are not readily
          marketable  and in securities of unseasoned  companies,
          that  is,  companies which have a record of  less  than
          three   years'  continuous  operation,  including   the
          operation  of  any predecessor business  of  a  company
          which  came  into existence as a result  of  a  merger,
          consolidation,    reorganization   or    purchase    of
          substantially  all  of the assets of  such  predecessor
          business.

          2.    The Fund will not invest in interests in oil, gas
          or  other mineral exploration programs, but this  shall
          not  prohibit the Fund from investing in securities  of
          companies engaged in oil, gas or mineral activities.

          3.     The   Fund  will  not  invest  in  puts,  calls,
          straddles, spreads or any combination thereof.


          4.    The  Fund will not invest in securities of  other
          open-end management-type investment companies.
    
      All  percentage limitations apply on the date of investment
by the Fund.  As a result, if a percentage restriction is adhered
to  at  the  time of investment, a later increase  in  percentage
resulting from a change in market value of the investment or  the
total assets of the Fund will not constitute a violation of  that
restriction.


                       INVESTMENT ADVISER

       Under  an  Investment  Advisory  Agreement  dated  as   of
January  26,  1987, Nicholas Company, Inc. (the  "Adviser"),  700
North  Water Street, Suite 1010, Milwaukee, Wisconsin,  furnishes
the  Fund  with continuous investment service and is  responsible
for overall management of the Fund's business affairs, subject to
supervision of the Fund's Board of Directors.  The Adviser is the
investment   adviser   to  approximately  25   institutions   and
individuals  with substantial investment portfolios  and  to  the
following five mutual funds which are sold without sales charge:

<TABLE>
<CAPTION>
                                                                       NET ASSETS AS OF
            FUND                       PRIMARY INVESTMENT OBJECTIVE    DECEMBER 31, 1995
            ----                       ----------------------------    -----------------
<S>                                    <C>                             <C>
Nicholas Fund, Inc.                    Capital Appreciation            $5,907,204,282
Nicholas II, Inc.                      Long-Term Growth                $1,177,064,447
Nicholas  Money  Market Fund, Inc.     Current  Income                 $  128,816,879
Nicholas  Equity  Income Fund, Inc.    Reasonable  Income              $   28,971,893
Nicholas Income Fund, Inc.             High Current Income             $  268,671,650
</TABLE>



      The  annual fee paid to the Adviser is paid monthly and  is
based on the average net asset value of the Fund as determined by
valuations  made at the close of each business day of the  month.
The annual fee is three-fourths of one percent (.75 of 1%) of the
average  net asset value of the Fund.  The annual fee  is  higher
than  that paid by many other investment companies. At March  31,
1998,  total net assets of the Fund were $389,577,554.   The  fee
paid to the Adviser for the Fund's fiscal year ended December 31,
1997 was $2,039,866.

     Under the Investment Advisory Agreement, the Adviser, at its
own  expense  and without reimbursement from the Fund,  furnishes
the Fund with office space, office facilities, executive officers
and  executive  expenses (such as health insurance  premiums  for
executive  officers).   The  Adviser also  bears  all  sales  and
promotional expenses of the Fund, other than expenses incurred in
complying  with laws regulating the issue or sale of  securities.
The Fund pays  all  of  its  operating expenses including but not
limited to the costs of  preparing  and  printing  post-effective
amendments to  its  registration  statements  required  under the
Securities     Act   of     1933,   as     amended,    and    the
Investment  Company Act of 1940, as amended, and  any  amendments
thereto and of preparing and printing registration statements  in
the  various  states,  the  printing  and  distribution  cost  of
prospectuses mailed to existing shareholders, the cost  of  stock
certificates,  reports to shareholders, interest  charges,  taxes
and  legal  fees  and  expenses.   Also  included  as  "operating
expenses"  which will be paid by the Fund are fees  of  directors
who  are  not  interested persons of the Adviser or  officers  or
employees  of  the Fund, salaries of administrative and  clerical
personnel,   association membership dues, auditing and accounting
services,  printing,  fees  and  expenses  of  any  custodian  or
trustees  having  custody of Fund assets,  postage,  charges  and
expenses  of  dividend  disbursing agents, registrars  and  stock
transfer  agents,  including the cost of  keeping  all  necessary
shareholder  records  and  accounts  and  handling  any  problems
related thereto, and certain other costs and costs related to the
aforementioned items.

      The  Adviser has undertaken to reimburse the  Fund  to  the
extent  that  the aggregate annual operating expenses,  including
the  investment  advisory  fee, but  excluding  interest,  taxes,
brokerage  commissions,  litigation  and  extraordinary  expenses
exceed  the  lowest, i.e., most restrictive,  percentage  of  the
Fund's  average net assets established by the laws of the  states
in which the Fund's shares are registered for sale, as determined
by  valuations made as of the close of each business day  of  the
year.  During the fiscal years ended December 31, 1997, 1996  and
1995,  the  Fund  paid  the Adviser an aggregate  of  $2,039,866,
$1,596,133, and $1,167,360 respectively, in fees.  During none of
the  foregoing fiscal years did the expenses borne  by  the  Fund
exceed the expense limitation then in effect and the Adviser  was
not required to reimburse the Fund for any additional expenses.

      The  Investment Advisory Agreement with the Adviser is  not
assignable  and  may  be  terminated  by  either  party,  without
penalty,  on 60 days' notice.  Otherwise, the Investment Advisory
Agreement continues in effect so long as it is approved  annually
by  (i) the Board of Directors or by a vote of a majority of  the
outstanding  shares of the Fund and (ii) in either case,  by  the
affirmative  vote of a majority of directors who are not  parties
to  the Investment Advisory Agreement or "interested persons"  of
the  Adviser or of the Fund, as defined in the Investment Company
Act  of 1940, as amended, cast in person at a meeting called  for
the purpose of voting for such approval.

      Albert 0. Nicholas is President and a Director of both  the
Fund  and the Adviser, and is a controlling person of the Adviser
through his ownership of 91% of the outstanding voting securities
of  the  Adviser.   Thomas J. Saeger, Executive  Vice  President,
Secretary and a Director of the Fund, is Executive Vice President
and  Assistant  Secretary of the Adviser.  David  L.  Johnson  is
Executive Vice President of the Fund and Executive Vice President
of  the  Adviser.  He is a brother-in-law of Albert 0.  Nicholas.
Lynn S. Nicholas and David O. Nicholas are Senior Vice Presidents
of  the Fund and Senior Vice Presidents of the Adviser.  David O.
Nicholas  also  is  a  Director of the  Adviser.   They  are  the
daughter  and son, respectively, of Albert O. Nicholas.   Jeffrey
T.  May is a Senior Vice President of the Fund and a Senior  Vice
President  and Treasurer of the Adviser.  Candace L. Lesak  is  a
Vice  President of the Fund and an employee of the Adviser.  Mary
C.  Gosewehr is Treasurer of the Fund and is an employee  of  the
Adviser.   Mark   J.  Giese  is  an   Vice   President   of   the
Fund  and  an Assistant Vice President of the Adviser.  Tracy  C.
Eberlein  is  an  Assistant Vice President of  the  Fund  and  an
employee of the Adviser.  David E. Leichtfuss, a Director of  the
Adviser, is a partner in the law firm of Michael Best & Friedrich
LLP, Milwaukee, Wisconsin, legal counsel to both the Fund and the
Adviser.   Daniel  J. Nicholas, 2618 Harlem Boulevard,  Rockford,
Illinois, is a Director of the Adviser.  Mr. Nicholas, a  brother
of Albert 0. Nicholas, is a private investor.

MANAGEMENT - DIRECTORS, EXECUTIVE OFFICERS AND PORTFOLIO  MANAGER
OF THE FUND

      The  overall  operations of the Fund are conducted  by  the
officers of the Fund under the control and direction of its Board
of  Directors.   The  following table sets  forth  the  pertinent
information about the Fund's officers and directors as  of  April
28, 1998:

    NAME, ADDRESS AND PRINCIPAL                    POSITIONS HELD
            OCCUPATION                  AGE            WITH FUND
            DURING PAST FIVE YEARS
    ______________________________      ___        ______________
*Albert O. Nicholas                       67       President
 President   and  a  Director   of                 and
 Nicholas  Company, Inc.,  700  N.                   Director
 Water   Street,   Milwaukee,   WI
 53202, Adviser to the Fund, since
 1967.   Previously,  he  was   an
 investment analyst and  portfolio
 manager  for the M&I  Marshall  &
 Ilsley Bank, Milwaukee, WI (1959-
 1967).    He   is   a   Chartered
 Financial Analyst.  He  has  been
 Portfolio   Manager    (or    Co-
 Portfolio Manager, in the case of
 Nicholas    Fund,   Inc.    since
 November 1996) for, and primarily
 responsible  for  the  day-to-day
 management of, the portfolios  of
 Nicholas   Fund,  Inc.,  Nicholas
 Income  Fund,  Inc. and  Nicholas
 Equity  Income Fund,  Inc.  since
 the   Adviser   has   served   as
 investment   adviser   for   such
 funds.   He  also  was  Portfolio
 Manager for the Fund and Nicholas
 II,  Inc. from the date  of  each
 such fund's inception until March
 1993.
Melvin L. Schultz                         64       Director
 3636  N. 124th Street, Milwaukee,
 WI 53222, Director and Management
 Consultant,          Professional
 Management of Milwaukee, Inc.  He
 is   a   Certified   Professional
 Business  Consultant and  renders
 financial  advice to  members  of
 the     medical    and     dental
 professions.  He has been engaged
 in this profession since 1962.
*Thomas J. Saeger                         53       Executive
 Executive   Vice  President   and                 Vice
 Assistant   Secretary,   Nicholas                   President,
 Company,   Inc.,  700  N.   Water                 Secretary
 Street, Milwaukee, WI 53202,  the                          and
 Adviser to the Fund, since  1969.                 Director
 He    is   a   Certified   Public
 Accountant.
David L. Johnson                          56       Executive
 Executive     Vice     President,                 Vice
 Nicholas  Company, Inc.,  700  N.                  President
 Water Street Milwaukee, WI 53202,
 the  Adviser  to the Fund,  since
 1980.     He   is   a   Chartered
 Financial Analyst.
Lynn S. Nicholas                          41       Senior Vice
 Senior  Vice President,  Nicholas                  President
 Company,   Inc.,  700  N.   Water
 Street, Milwaukee, WI 53202,  the
 Adviser   to   the  Fund,   since
 September   1983.    She   is   a
 Chartered Financial Analyst.
David O. Nicholas                         36       Senior Vice
 Senior  Vice  President   and   a                  President
 Director   of  Nicholas  Company,
 Inc.,   700   N.  Water   Street,
 Milwaukee, WI 53202, the  Adviser
 to  the Fund, and employed by the
 Adviser since December 1985.   He
 is a Chartered Financial Analyst.
 He  has  been  Portfolio  Manager
 for,  and  primarily  responsible
 for the day-to-day management of,
 the  portfolios of the  Fund  and
 Nicholas  II,  Inc.  since  March
 1993.   He  also  has  been   Co-
 Portfolio  Manager  of   Nicholas
 Fund, Inc. since November 1996.
Jeffrey T. May                            41       Senior  Vice
 Senior    Vice   President    and                 President
 Treasurer,   Nicholas    Company,
 Inc.,  700  North  Water  Street,
 Milwaukee, WI 53202, the  Adviser
 to  the Fund, and employed by the
 Adviser  since  1987.   He  is  a
 Certified Public Accountant.
Candace L. Lesak                          40       Vice
 Employee, Nicholas Company, Inc.,                 President
 700     North    Water    Street,
 Milwaukee, WI 53202, the  Adviser
 to the Fund, since February 1983.
 She   is  a  Certified  Financial
 Planner.
Mary C. Gosewehr                          37       Treasurer
 Employee, Nicholas Company, Inc.,
 700  N.  Water Street, Milwaukee,
 WI  53202,  the  Adviser  to  the
 Fund, since April 1985.
Mark J. Giese                             27       Vice President
 Assistant     Vice     President,                     
 Nicholas  Company, Inc.,  700  N.                             
 Water   Street,   Milwaukee,   WI
 53202,  the Adviser to the  Fund,
 since  July  1994.  He  graduated
 from the University of Wisconsin-
 Madison with a Masters of Science
 degree in Finance in May of 1994.
 He    is   a   Certified   Public
 Accountant   and   a    Chartered
 Financial Analyst.

Tracy C. Eberlein                         37       Assistant
 Employee, Nicholas Company, Inc.,                 Vice
 700  N.  Water Street, Milwaukee,                   President
 WI  53202,  the  Adviser  to  the
 Fund, since January 1985.  She is
 a Certified Financial Planner.
____________________

  *  Messrs.  Albert  O.  Nicholas  and  Saeger  are  "interested
     persons"  of  the Adviser, as that term is  defined  in  the
     Investment Company Act of 1940, as amended.

      Reference is made to the section "Investment Adviser" for a
description of the relationships of the officers of the  Fund  to
the Adviser and the family relationships between directors of the
Adviser and officers and directors of the Fund.


      Albert   O.  Nicholas  is  also President and a Director of
Nicholas  Income  Fund,  Inc., Nicholas Money Market Fund,  Inc.,
Nicholas Fund, Inc., Nicholas II, Inc. and Nicholas Equity Income
Fund, Inc. Melvin L. Schultz is a Director of Nicholas Fund, Inc.,
Nicholas  II,  Inc., Nicholas Equity Income Fund, Inc.,  Nicholas
Income Fund, Inc. and Nicholas Money Market Fund, Inc.  Thomas J.
Saeger  is  Executive  Vice President and Secretary  of  Nicholas
Fund,  Inc.,  Nicholas  Income Fund,  Inc.,  Nicholas  II,  Inc.,
Nicholas  Money  Market  Fund, Inc., and Nicholas  Equity  Income
Fund,  Inc.   David  L. Johnson is Executive  Vice  President  of
Nicholas  Fund,  Inc., Nicholas Income Fund, Inc.,  Nicholas  II,
Inc., Nicholas Money Market Fund, Inc. and Nicholas Equity Income
Fund,  Inc.  Lynn S. Nicholas is Vice President of Nicholas Money
Market  Fund,  Inc. and Senior Vice President of  Nicholas  Fund,
Inc.,  Nicholas  II, Inc. and Nicholas Equity Income  Fund,  Inc.
David  O.  Nicholas  is Senior Vice President of  Nicholas  Fund,
Inc.,  Nicholas  II,  Inc., Nicholas Equity  Income  Fund,  Inc.,
Nicholas  Income Fund, Inc. and Nicholas Money Market Fund,  Inc.
Mr.  May  also is Senior Vice President and Treasurer of Nicholas
Income  Fund,  Inc.,  Nicholas II,  Inc.,  Nicholas  Fund,  Inc.,
Nicholas  Equity  Income Fund, Inc., and  Nicholas  Money  Market
Fund,  Inc.  Ms. Lesak also is Vice President of Nicholas  Income
Fund,  Inc.,  Nicholas Fund, Inc., Nicholas  II,  Inc.,  Nicholas
Money  Market  Fund, Inc. and Nicholas Equity Income  Fund,  Inc.
Mark  J.  Giese  also is Vice President of Nicholas  Fund,  Inc.,
Nicholas Income Fund, Inc., Nicholas II, Inc. amd Nicholas Equity
Income  Fund, Inc.  Tracy C.  Eberlein  also  is  Assistant  Vice
President of  Nicholas Fund, Inc., Nicholas II, Inc. and Nicholas
Equity Income Fund, Inc.

      The  Investment  Advisory Agreement between  the  Fund  and
Nicholas  Company,  Inc.  states that  the  Fund  shall  pay  the
directors'  fees of directors who are not interested  persons  of
the  Adviser.  The amount of such fees is subject to increase  or
decrease at any time, but is subject to the overall limitation on
the  Fund's  annual  expenses.   During  the  fiscal  year  ended
December  31,  1997, a total of $1,200 was paid in  fees  to  the
Fund's  non-interested  directors, including  reimbursed  out-of-
pocket travel expenses.

      The  table  below  sets  forth the  aggregate  compensation
received  from the Fund by all directors of the Fund  during  the
year  ended  December 31, 1997.  No officers of the Fund  receive
any  compensation from the Fund, but rather, are  compensated  by
the  Adviser in accordance with its investment advisory agreement
with the Fund.


                                                              TOTAL
                                   PENSION OR              COMPENSATION
                                   RETIREMENT   ESTIMATED   FROM FUND
                       AGGREGATE    BENEFITS     ANNUAL     AND FUND
                     COMPENSATION  ACCRUED AS   BENEFITS      FUND
 NAME AND POSITION     FROM THE    PART OF THE    UPON      COMPLEX
                        FUND(1)       FUND      RETIREMENT  PAID TO
                                    EXPENSES               DIRECTORS(1)
 _________________   ____________  ___________  __________ ____________
Albert O. Nicholas,                                            
  Director(2)             $0           $0          $0         $0
Melvin L. Schultz,                                             
  Director(2)           $1,200         $0          $0       $17,400
Thomas J. Saeger          $0           $0          $0         $0
  Director
- ------------

(1)  During the fiscal year ended December 31, 1997, the Fund and
     other  funds  in its Fund Complex (i.e., those  funds  which
     also  have Nicholas Company, Inc. as its investment adviser,
     namely  Nicholas  Fund, Inc., Nicholas  II,  Inc.,  Nicholas
     Income  Fund,  Inc,  Nicholas Money Market  Fund,  Inc.  and
     Nicholas   Equity  Income  Fund,  Inc.)  compensated   those
     directors who are not "interested persons" of the Adviser in
     the  form  of an annual retainer per director per  fund  and
     meeting attendance fees.  During the year ended December 31,
     1997, the Fund compensated the disinterested directors at  a
     rate  of  $300  per  director  per  meeting  attended  ($500
     commencing  January  1, 1998).  The disinterested  directors
     did  not  receive  any other form or amount of  compensation
     from  the Fund Complex during the fiscal year ended December
     31, 1997.  All other directors and officers of the Fund were
     compensated by the Adviser in accordance with its investment
     advisory agreement.

(2)  Mr. Albert  O.  Nicholas  also  is a  member of the Board of
     Directors   of  Nicholas  Fund,  Inc.,  Nicholas  II,  Inc.,
     Nicholas Income Fund, Inc., Nicholas Money Market Fund, Inc.
     and  Nicholas Equity  Income Fund, Inc.  Mr. Schultz also is
     a  member  of the Board of Directors of Nicholas Fund, Inc.,
     Nicholas II,   Inc.,  Nicholas  Income  Fund, Inc., Nicholas
     Money  Market  Fund,   Inc.   and   Nicholas  Equity  Income
     Fund,   Inc.

          PRINCIPAL SHAREHOLDERS
   
      Charles Schwab & Company, Inc., 101 Montgomery Street,  San
Francisco,    California    94104-4122,    beneficially     owned
1,368,836.393 shares of the Fund, or 9.56%, as of March 31, 1998.
The  registered shareholder for this account is Charles Schwab  &
Company, Inc., SPL Custody A/C for EXEL BNFT Customers.
    
      No  other persons are known to the Fund to own beneficially
or  of  record 5% or more of the full shares of the  Fund  as  of
March 31, 1998.  All directors and executive officers of the Fund
as a group (eleven in number) own approximately 4.99% of the full
shares of the Fund as of March 31, 1998.


                   PURCHASE OF CAPITAL STOCK

      Applications  for  the  purchase  of  shares  are  made  to
Nicholas  Limited Edition, Inc., c/o Firstar Trust Company,  P.O.
Box 2944, Milwaukee, Wisconsin 53201-2944.  Firstar Trust Company
acts as Transfer Agent and Custodian for the Fund.  The Fund  has
available an Automatic Investment Plan for shareholders.   Anyone
interested should contact the Fund for additional information.

       The  price  per  share will be the net  asset  value  next
computed  after  the time the application is received  in  proper
order  and accepted by the Fund or by an authorized agent of  the
Fund.   The determination of the net asset value for a particular
day  is applicable to all applications for the purchase of shares
received at or before the close of trading on the New York  Stock
Exchange (the "Exchange") on that day (usually 4:00 p.m. New York
time).   Accordingly,  purchase orders  received  on  a  day  the
Exchange  is open for trading, prior to the close of  trading  on
that  day, will be valued as of the close of trading on that day.
Applications  for purchase of shares and requests for  redemption
of  shares  received after the close of trading on  the  Exchange
will  be  based on the net asset value as determined  as  of  the
close of trading on the next day the Exchange is open.

      The Fund does not consider the U S. Postal Service or other
independent  delivery  services to  be  its  agents.   Therefore,
deposit  in  mail  or with such services, or receipt  at  Firstar
Trust  Company's  Post  Office Box of  purchase  applications  or
redemption requests does not constitute receipt by Firstar  Trust
Company  or  the  Fund.   Correspondence intended  for  overnight
courier  should  not  be  sent to the Post  Office  Box  address.
OVERNIGHT  COURIER  DELIVERY SHOULD  BE  SENT  TO  FIRSTAR  TRUST
COMPANY,  THIRD  FLOOR,  615  EAST  MICHIGAN  STREET,  MILWAUKEE,
WISCONSIN 53202.

      All  applications to purchase capital stock are subject  to
acceptance  or rejection by authorized officers of the  Fund  and
are  not  binding  until  accepted.   Applications  will  not  be
accepted  unless they are accompanied by payment in  U.S.  funds.
Payment  should be made by check or money order drawn on  a  U.S.
Bank,  Savings & Loan or Credit Union.  The custodian will charge
a  $20  fee against a shareholder's account for any payment check
returned  to  the custodian for insufficient funds.   It  is  the
policy of the Fund not to accept applications under circumstances
or  in amounts considered disadvantageous for shareholders.   Any
accounts  (including custodial accounts) opened without a  proper
social  security  number  or  tax identification  number  may  be
liquidated and distributed to the owner(s) of record on the first
business  day following the 60th day of investment,  net  of  the
back-up withholding tax amount.

      The  Fund  has  established $2,000 as the  minimum  initial
purchase  and  $100  as the minimum for any subsequent  purchase,
except  in  the  case  of  reinvestment  of  distributions.   The
Automatic  Investment  Plan has a minimum monthly  investment  of
$50.   Due to the limited size of the Fund and the fixed expenses
incurred by the Fund in maintaining individual accounts, the Fund
reserves the right to redeem accounts that fall below the  $2,000
minimum  required investment due to shareholder  redemption  (but
not solely due to a decrease in net asset value of the Fund).  In
order to exercise this right, the Fund would give 30 days advance
written notice to the accounts below such minimums.  Purchase  of
shares  will  be made in full and fractional shares  computed  to
three  decimal places, unless the investor specifies full  shares
only.
   
Purchase  of  shares will be made in full and  fractional  shares
computed to three decimal places.  If a wire purchase is to be an
initial purchase, please call Firstar Trust Company (414-276-0535
or  800-544-6547) with the appropriate account information  prior
to  sending the wire.  To purchase shares of the Fund by  federal
wire   transfer,  instruct  your  bank  to  use   the   following
instructions:

     Wire To:       Firstar Bank Milwaukee, N.A.
                    ABA 075000022

     Credit:        Firstar Trust Company
                    777 E. Wisconsin Avenue
                    Milwaukee, Wisconsin 53202
                    Account 112-952-137

     Further Credit: Nicholas Limited Edition, Inc.
                     (shareholder account number)
                     (shareholder registration)

     Please call Firstar Trust Company at 414-276-0535 or 800-544-
6547  prior to sending the wire in order to obtain a confirmation
number and to ensure prompt and accurate handling of funds.   The
Fund  and  its  transfer  agent  are  not  responsible  for   the
consequences  of  delays resulting from the  banking  or  Federal
Reserve wire system, or from incomplete wiring instructions.


      Shares of Common Stock of the Fund may be purchased or sold
through  certain broker-dealers, financial institutions or  other
service providers ("Processing Intermediaries").  When shares  of
Common  Stock of the Fund are purchased this way, the  Processing
Intermediary, rather than its customer, may be the shareholder of
record.  Certain service providers may receive compensation  from
the  Fund for providing transfer agent-type services relating  to
the  accounts held in street name.  Processing Intermediaries may
use  procedures  and  impose  restrictions  in  addition  to   or
different from those applicable to shareholders who invest in the
Fund  directly.   A Processing Intermediary may  be  required  to
register  as  a  broker or dealer under certain state  laws.   An
investor  intending  to invest in the Fund through  a  Processing
Intermediary  should read the program materials provided  by  the
Processing  Intermediary  in conjunction  with  this  Prospectus.
Processing  Intermediaries may charge fees for the services  they
provide  to their customers.  Such charges may vary among broker-
dealers,  but  in all cases will be retained by the broker-dealer
and  not remitted to the Fund or the Adviser.  Investors  who  do
not wish to receive the services of a Processing Intermediary, or
pay  the fees that may be charged for such services, may want  to
consider  investing directly with the Fund.  Direct  purchase  or
sale of shares of Common Stock of the Fund may be made without  a
sales or redemption charge.

      The  Fund  also  may  enter  into  arrangements  with  some
Processing  Intermediaries authorizing them to  process  purchase
orders  or  redemption  requests on behalf  of  the  Fund  on  an
expedited  basis (an "authorized agent").  Receipt of a  purchase
order or redemption request by an authorized agent will be deemed
to  be  receipt by the Fund for purposes of determining  the  net
asset  value  of  Fund shares to be purchase  or  redeemed.   For
purchase orders placed through an authorized agent, a shareholder
will pay the Fund's net asset value per share next computed after
the  receipt by the authorized agent of such purchase order, plus
any  applicable  transaction charge imposed by  the  agent.   For
redemption   orders  placed  through  an  authorized   agent,   a
shareholder  will receive redemption proceeds which  reflect  the
net  asset value per share next computed after the receipt by the
authorized  agent  of the redemption order, less  any  redemption
fees imposed by the agent.
    
      Certificates representing Fund shares purchased will not be
issued  unless the shareholder specifically requests certificates
by  signed written request to the Fund.  Signature guarantees may
be  required.  Certificates are mailed to requesting shareholders
approximately two weeks after receipt of the request by the Fund.
In no instance will certificates be issued for fractional shares.
When  certificates are not requested, the Fund's transfer  agent,
Firstar Trust Company, will credit the shareholder's account with
the number of shares purchased.  Written confirmations are issued
for all purchases and redemptions of Fund shares.


                  REDEMPTION OF CAPITAL STOCK

     A shareholder may require the Fund at any time during normal
business hours to redeem his/her shares in whole or in part.   If
in   writing,  redemption  requests  must  be  signed   by   each
shareholder,  in  the  exact  manner  as  the  Fund  account   is
registered,  and  must  state the amount of  the  redemption  and
identify  the  shareholder  account  number.   When  shares   are
represented  by  certificates,  redemption  is  accomplished   by
delivering to the Fund, c/o Firstar Trust Company, P.O. Box 2944,
Milwaukee, Wisconsin 53201-2944, the certificate(s) for the  full
shares  to  be  redeemed.  The certificate(s)  must  be  properly
endorsed or accompanied by instrument of transfer, in either case
with signatures guaranteed by an "eligible guarantor institution"
as  defined  in  Section  240.17Ad-15  of  the  Code  of  Federal
Regulations.   An  "eligible guarantor  institution"  includes  a
bank,  a savings and loan association, a credit union or a member
firm  of a national securities exchange.  A notary public is  not
an acceptable guarantor.

      If  certificates  have not been issued, redemption  can  be
accomplished by delivering an original signed written request for
redemption  addressed  to  Nicholas Limited  Edition,  Inc.,  c/o
Firstar  Trust  Company.   Facsimile transmission  of  redemption
requests  is  not  acceptable.  If the  account  registration  is
individual,   joint   tenants,  sole  proprietorship,   custodial
(Uniform  Gift to Minors Act), or general partners,  the  written
request must be signed exactly as the account is registered.   If
the  account  is owned jointly, both owners must  sign.   Written
confirmations are issued for all redemptions of Fund shares.

      The  Fund  may require additional supporting documents  for
written    redemptions    made   by   corporations,    executors,
administrators,  trustees and guardians.   Specifically,  if  the
account   is   registered  in  the  name  of  a  corporation   or
association,  the  written  request  must  be  accompanied  by  a
corporate  resolution  signed  by the  authorized  person(s).   A
redemption request for accounts registered in the name of a legal
trust  must  have a copy of the trust agreement  on  file  or  be
accompanied by the trust agreement and signed by the trustee(s).

      If  there is doubt as to what documents or instructions are
necessary in order to redeem shares, please write or call Firstar
Trust   Company,   (414-276-0535  or  800-544-6547),   prior   to
submitting the written redemption request.  No written redemption
request  will  become  effective until all  documents  have  been
received  in proper form by Firstar Trust Company.  See "Purchase
of  Capital Stock" for a description of certain arrangements  the
Fund  may  enter into with Processing Intermediaries  to  process
redemption requests on an expedited basis.
   
      All redemptions will be processed immediately upon receipt.
The  redemption price is the net asset value next computed  after
the time of receipt by Firstar Trust Company (or by an authorized
agent  of  the Fund) of the certificate(s) or written request  in
the  proper form set forth above, or pursuant to proper telephone
instructions  (see below).  Shares tendered for redemption  on  a
day the New York Stock Exchange is open for trading, prior to the
close  of trading on that day, will be valued as of the close  of
trading  on that day.  Requests for redemption of shares received
after  the close of trading on the Exchange will be based on  the
net  asset value as determined as of the close of trading on  the
next  day the Exchange is open.  The redemption price will depend
on the market value of the investments in the Fund's portfolio at
the  time of redemption and may be more or less than the cost  of
shares  redeemed.  The Fund will return redemption requests  that
contain restrictions as to the time or date redemptions are to be
effected.   The  Fund ordinarily will make payment  for  redeemed
shares  within  seven days after receipt of a request  in  proper
form,  except  as  provided by the rules of  the  Securities  and
Exchange  Commission.  Redemption proceeds which are to be  wired
normally will be wired on the next business day after a net asset
value  is  determined.   Firstar Trust  Company  charges  a  wire
redemption fee of up to $12.00.  The Fund reserves the  right  to
hold  payment  up to 15 days or until satisfied that  investments
made by check have been collected.
    
      Shareholders  who  have  an individual  retirement  account
("IRA"),  master  retirement plan or other retirement  plan  must
indicate on their written redemption requests whether or  not  to
withhold  Federal income tax.  Redemption requests not indicating
an  election  not  to have Federal income tax  withheld  will  be
subject  to  withholding.  Please consult your current Disclosure
Statement for any applicable fees.
   
      Telephone  redemption  is  automatically  extended  to  all
accounts  in  the  Fund  unless this  privilege  is  declined  in
writing.   This option does not apply to IRA accounts and  master
retirement  plans  for  which  Firstar  Trust  Company  acts   as
custodian.   Telephone redemptions can only be  made  by  calling
Firstar  Trust  Company at 800-544-6547 or 414-276-0535.   In  an
effort  to prevent unauthorized or fraudulent redemption requests
by  telephone, the fund and its transfer agent employ  reasonable
procedures  to  confirm that such instructions are  genuine.   In
addition  to  the account registration, you will be  required  to
provide  either  the  account number or social  security  number.
Telephone calls will be recorded.  Telephone redemption  requests
must  be  received  prior to the closing of the  New  York  Stock
Exchange (usually 4:00 p.m., New York time) to receive that day's
net  asset  value.   There will be no exceptions  due  to  market
activity.   During  periods  of substantial  economic  or  market
changes,  telephone transactions may be difficult  to  implement.
If  a  shareholder is unable to contact Firstar Trust Company  by
telephone,  shares  also  may  be  redeemed  by  delivering   the
redemption  request in person or by mail.  The maximum  telephone
redemption is $25,000 per account/per business day.  The  maximum
telephone  redemption  for  related  accounts  is  $100,000   per
business  day.  The minimum telephone redemption is  $500  except
when redeeming an account in full.

     The Fund reserves the right to refuse a telephone redemption
if  it  is believed advisable to do so.  Procedures for redeeming
Fund  shares  by telephone may be modified or terminated  at  any
time by the Fund or Firstar Trust Company.  Neither the Fund  nor
Firstar Trust Company will be responsible for the authenticity of
redemption   instructions  received  by  telephone   which   they
reasonably believe to be genuine, even if such instructions prove
to  be  unauthorized or fraudulent.  The Fund and  Firstar  Trust
Company  will  employ  reasonable  procedures  to  confirm   that
instructions received by telephone are genuine, and  if  they  do
not,  they  may  be  liable for losses  due  to  unauthorized  or
fraudulent instructions.
    

      The  shareholder may instruct Firstar Trust Company to mail
the  proceeds  to the address of record or to directly  mail  the
proceeds to a pre-authorized bank account.  The proceeds may also
be  wired to a pre-authorized account at a commercial bank in the
United  States.  Firstar Trust Company charges a wire  redemption
fee of up to $12.00.  Please contact the Fund for the appropriate
form if you are interested in setting your account up with wiring
instructions.

     Although not anticipated, it is possible that conditions may
arise  in  the future which would, in the opinion of  the  Fund's
Adviser  or Board of Directors, make it undesirable for the  Fund
to pay for all redemptions in cash.  In such cases, the Board may
authorize  payment  to be made in portfolio securities  or  other
property  of  the  Fund.  However, the Fund has obligated  itself
under  the  1940 Act to redeem for cash all shares presented  for
redemption by any one shareholder up to $250,000 (or  1%  of  the
Fund's  net  assets  if  that  is less)  in  any  90-day  period.
Securities delivered in payment of redemptions would be valued at
the  same value assigned to them in computing the net asset value
per  share.   Shareholders receiving such securities would  incur
brokerage costs when these securities are sold.

      The By-Laws of the Fund authorize the Board of Directors to
impose  a redemption charge in such amounts not exceeding  2%  of
the  amount redeemed, at such times and under such conditions  as
it  may deem appropriate.  The Board of Directors has not imposed
a   redemption  charge.   Advance  notice  will   be   given   to
shareholders before any change is made in the redemption charge.

      The  right  of redemption may be suspended for  any  period
during which the New York Stock Exchange is closed other than the
customary weekend and holiday closings, and may be suspended  for
any period during which trading on the Exchange is restricted  as
determined  by  the  Securities and Exchange Commission,  or  the
Commission  has  by  order  permitted  such  suspension,  or  the
Commission has determined that an emergency exists as a result of
which it is not reasonably practicable for the Fund to dispose of
its  securities  or  to determine fairly the  value  of  its  net
assets.   For federal income tax purposes, a redemption generally
is  treated  as  a  sale of the shares being redeemed,  with  the
shareholder  recognizing  capital  gain  or  loss  equal  to  the
difference  between  the redemption price and  the  shareholder's
cost for the shares being redeemed.

SIGNATURE GUARANTEES

      A  signature guarantee of each owner is required to  redeem
shares  in  the  following situations, for ALL SIZE transactions:
(i)  if  you  change  the ownership on your  account;  (ii)  upon
redemption of shares when certificates have been issued for  your
account;  (iii) when you want the redemption proceeds sent  to  a
different  address  than is registered on the account;  (iv)  for
both certificated and uncertificated shares, if the proceeds  are
to  be  made payable to someone other than the account  owner(s);
(v)  any redemption transmitted by federal wire transfer to  your
bank not previously set up with the Fund; or (vi) if a change  of
address  request has been received by the Fund or  Firstar  Trust
Company  within  15 days of a redemption request.   In  addition,
signature guarantees are required for all redemptions of $100,000
or  more  from any shareholder account in the Nicholas Family  of
Funds.   A  redemption will not be processed until the  signature
guarantee,  if  required, is received in proper form.   A  notary
public is not an acceptable guarantor.


                     EXCHANGE BETWEEN FUNDS

      Shares of the Fund which have been outstanding at least  15
days  may  be exchanged for shares of other investment  companies
for  which  Nicholas  Company,  Inc.  serves  as  the  investment
adviser.   Nicholas Company, Inc. is also the investment  adviser
to  Nicholas Fund, Inc., Nicholas Income Fund, Inc., Nicholas II,
Inc., Nicholas Money Market Fund, Inc. and Nicholas Equity Income
Fund,  Inc.  The investment objective of Nicholas Fund,  Inc.  is
capital   appreciation   in   which   income   is   a   secondary
consideration.  The investment objective of Nicholas Income Fund,
Inc. is high current income consistent with the preservation  and
conservation  of  capital  values.  Nicholas  II,  Inc.  has  the
investment   objective  of  long-term  growth   through   capital
appreciation.  Nicholas Money Market Fund, Inc. has an investment
objective  of achieving as high a level of current income  as  is
consistent  with  preserving  capital  and  providing  liquidity.
Nicholas Equity Income Fund, Inc. has an investment objective  of
reasonable income, with moderate long-term growth as a  secondary
consideration.

     If a shareholder chooses to exercise the exchange privilege,
the  shares will be exchanged at their net asset values  so  that
the  net  asset  value  of  the shares  being  redeemed  will  be
determined  on  the  redemption day and the net  asset  value  of
Nicholas  Income  Fund, Inc., Nicholas Fund, Inc.,  Nicholas  II,
Inc. or Nicholas Equity Income Fund, Inc., shares to be purchased
will  be determined the following business day.  When an exchange
into   the  Nicholas  Money  Market  Fund,  Inc.  would   involve
investment  of the exchanged amount on a day when  the  New  York
Stock  Exchange is open for trading but the Federal Reserve Banks
are  closed, shares of the Fund will be redeemed on the day  upon
which  the  exchange  request is received; however,  issuance  of
Nicholas  Money  Market  Fund, Inc.  shares  may  be  delayed  an
additional business day in order to avoid the dilutive effect  on
return (i.e. reduction in net investment income per share)  which
would  result  from issuance of such shares on  a  day  when  the
exchanged amount cannot be invested.

      Exchange  of  shares can be accomplished in  the  following
ways:

     Exchange  by  Mail.  An exchange of shares of the  Fund  for
     shares of other available Nicholas mutual funds will be made
     without  cost  to  the  investor  through  written  request.
     Shareholders interested in exercising the exchange  by  mail
     privilege   may  obtain  the  appropriate  prospectus   from
     Nicholas Company, Inc.

     Signatures  required  are the same as  previously  explained
     under "Redemption of Capital Stock."

     Exchange   by  Telephone.   Shareholders  may  exchange   by
     telephone  among  all funds for which the Nicholas  Company,
     Inc. serves as investment adviser.  Only exchanges of $l,000
     or  more  may  be  executed  using  the  telephone  exchange
     privilege.   Firstar Trust Company charges a $5.00  fee  for
     each  telephone exchange.  In an effort to avoid  the  risks
     often  associated  with  large market  timers,  the  maximum
     telephone  exchange per account per day is set  at  $100,000
     with  a  maximum of $l,000,000 per day for related accounts.
     Four telephone exchanges per account during any twelve month
     period will be allowed.

      Procedures for exchanging Fund shares by telephone  may  be
modified  or terminated at any time by the Fund or Firstar  Trust
Company.   Neither  the Fund nor Firstar Trust  Company  will  be
responsible   for  the  authenticity  of  exchange   instructions
received by telephone.

      Telephone  exchanges can only be made  by  calling  Firstar
Trust  Company  at  4l4-276-0535 or 800-544-6547.   You  will  be
required to provide pertinent information regarding your account.
Calls  will  be recorded.  This exchange privilege  is  available
only  in  states  where  shares of the Fund  being  acquired  may
legally  be sold, and the privilege may be terminated or modified
at any time upon advance notice to shareholders.


                   TRANSFER OF CAPITAL STOCK

      Shares of the Fund may be transferred in instances such  as
the  death  of  a  shareholder, change of  account  registration,
change of account ownership and in cases where shares of the Fund
are  transferred  as  a  gift.   Documents  and  instructions  to
transfer  capital  stock can be obtained by  writing  or  calling
Firstar  Trust Company (414-276-0535 or 800-544-6547) or Nicholas
Company,  Inc. (414-272-6133 or 800-227-5987) prior to submitting
any transfer requests.


                DETERMINATION OF NET ASSET VALUE
   
     The net asset value of a share is determined by dividing the
total value of the net assets of the Fund by the total number  of
shares  outstanding at that time.  Net assets  of  the  Fund  are
determined  by deducting the liabilities of the Fund  from  total
assets.   The  net asset value is determined as of the  close  of
trading  on the New York Stock Exchange on each day the  Exchange
is open for unrestricted trading.  The Exchange generally is open
for   trading  Monday  through  Friday  except  New  Year's  Day,
President's  Day,  Good Friday, Memorial Day,  Independence  Day,
Labor Day, Martin Luther King Day, Thanksgiving Day and Christmas
Day.   Additionally, if any of the aforementioned holidays  falls
on  a Saturday, the Exchange will not be open for trading on  the
preceding  Friday, and when any such holiday falls on  a  Sunday,
the  Exchange  will  not be open for trading  on  the  succeeding
Monday,  unless unusual business conditions exist  (such  as  the
ending of a monthly or yearly accounting period).
    
      Common stocks and other equity-type securities traded on  a
stock  exchange or NASDAQ ordinarily will be valued on the  basis
of  the  last  sale  price on the date of valuation,  or  in  the
absence of any sale on that day, the closing bid price. Long term
debt securities will be valued at the  current  evaluated  price.
Securities for  which   there  are no  readily  available  market
quotations and other assets and liabilities of the  fund  will be
valued at fair value, as determined  in good faith by  the  Board
of Directors.  All assets other than securities will be valued at
fair value using methods determined in good faith by the Board of
Directors.

            INCOME, DIVIDENDS AND FEDERAL TAX STATUS

FEDERAL TAX STATUS OF THE FUND

      The  Fund  intends  to continue to qualify  annually  as  a
"regulated investment company" under the Internal Revenue Code of
1986  and  intends to  take all other action required  to  insure
that  little or no Federal income or excise taxes will be payable
by  the  Fund.   As  a  result, the Fund will generally  seek  to
distribute annually to its shareholders substantially all of  its
net  investment  income  and  net realized  capital  gain  (after
utilization of any available capital loss carryovers).   However,
the  Code  contains  a  number  of  complex  tests  relating   to
qualification  as a regulated investment company which  the  Fund
possibly might not meet in any particular year.  If the Fund does
not  qualify as a "regulated investment company" under the  Code,
it  would be treated for tax purposes as an ordinary corporation,
and all its taxable income will be taxed to the Fund at corporate
rates.

      The Code generally imposes a 4% nondeductible excise tax on
a  regulated investment company, such as the Fund, if it does not
distribute to its shareholders during the calendar year an amount
equal  to  98%  of   the   Fund's  net  investment  income,  with
certain  adjustments, for such calendar year,  plus  98%  of  the
Fund's    capital  gains  for  the   one-year  period  ending  on
October  31 of such calendar year.  In addition, an amount  equal
to any undistributed net investment  taxable  income  or  capital
gains from the previous calendar year  must  also  be distributed
to avoid the excise tax.  The excise tax is imposed on the amount
by  which the Fund  does  not  meet  the  foregoing  distribution
requirements.    The   Fund   intends   to    make  distributions
necessary to avoid imposition of the excise tax.

DIVIDENDS AND DISTRIBUTIONS
   
      For Federal income tax purposes, distributions by the Fund,
whether received in cash or invested in additional shares of  the
Fund,  will  be taxable to the Fund's shareholders, except  those
shareholders that are not subject to tax on their income.   Long-
term  capital  gains  distributed by the  Fund  will  retain  the
character that it had at the Fund level.  The Taxpayer Relief Act
of 1997 reduced from 28% to 20% the maximum tax rate on long-term
capital gains.  This reduced rate generally applies to securities
held more than 18 months.  The 28% maximum rate would still apply
for  securities held between twelve months and 18 months.  Income
distributed  from  the  Fund's  net  investment  income  and  net
realized short-term capital gains are taxable to shareholders  as
ordinary income.    Distributions will be made annually prior  to
the  end of the Fund's fiscal year (December 31).  The Fund  will
provide information to shareholders concerning the character  and
the treatment of all dividends and distributions.
    
      Since  at the time of purchase of shares the Fund may  have
undistributed income or capital gains included in the computation
of  the  net  asset value per share, a dividend or  capital  gain
distribution   received  shortly  after  such   purchase   by   a
shareholder may be taxable to the shareholder, although it is, in
whole or in part, a return of capital and may have the effect  of
reducing the net asset value per share.

BACKUP WITHHOLDING OF DIVIDENDS AND REDEMPTION PAYMENTS

      Under the Interest and Dividend Tax Compliance Act of 1983,
some  shareholders  may  be  subject  to  a  31%  withholding  on
reportable  dividends, capital gain distributions  (if  any)  and
redemption    payments   ("backup    withholding").    Generally,
shareholders subject to backup withholding will be those (i)  for
whom  a  taxpayer identification number is not on file  with  the
Fund or who, to the Fund's knowledge, have furnished an incorrect
number;  (ii) who have failed to declare or underreported certain
income  on their federal returns.  When establishing an  account,
an  investor  must  certify under penalties of perjury  that  the
taxpayer  identification number supplied to the Fund  is  correct
and that he is not subject to backup withholding.

      THE FOREGOING TAX DISCUSSION RELATES SOLELY TO U.S. FEDERAL
TAXES  AND  IS  NOT INTENDED TO BE A COMPLETE DISCUSSION  OF  ALL
FEDERAL TAX CONSEQUENCES.  SHAREHOLDERS SHOULD CONSULT WITH A TAX
ADVISER  CONCERNING THE APPLICATION OF FEDERAL, STATE  AND  LOCAL
TAXES TO AN INVESTMENT IN THE FUND.

                   DIVIDEND REINVESTMENT PLAN

      Unless  a  shareholder elects to accept  cash  in  lieu  of
shares,  all  dividends  and  capital  gains  distributions   are
automatically   reinvested  in  shares   through   the   Dividend
Reinvestment Plan.  An election to accept cash may be made in  an
application   to   purchase  shares  or   by   separate   written
notification or by telephone.  All reinvestments are at  the  net
asset  value  per share in effect on the dividend or distribution
date  and  are  credited to the shareholder's  account.   If  the
application  of such distributions to the purchase of  additional
shares  of  the  Fund would result in the issuance of  fractional
shares,  the  Fund  may, at its option, either  issue  fractional
shares  (computed  to  three  decimal  places)  or  pay  to   the
shareholder  cash equal to the value of the fractional  share  on
the dividend or distribution payment date.  Shareholders will  be
advised of the number of shares purchased and the price following
each  reinvestment.   As in the case of normal  purchases,  stock
certificates  are not issued unless requested.   In  no  instance
will a certificate be issued for a fraction of a share.

      Shareholders  may  withdraw from  or  thereafter  elect  to
participate  in  the Dividend Reinvestment Plan at  any  time  by
giving  written or telephonic notice to the Transfer  Agent.   An
election must be received by Firstar Trust Company prior  to  the
dividend  record  date  of any particular  distribution  for  the
election  to be effective for that distribution.  If an  election
to withdraw from or participate in the Dividend Reinvestment Plan
is  received between a dividend record date and payment date,  it
shall  become  effective on the day following the  payment  date.
The  Fund may modify or terminate the Dividend Reinvestment  Plan
at any time on 30 days written notice to participants.


                 INDIVIDUAL RETIREMENT ACCOUNTS
   
      Individuals may be able to establish a traditional  IRA,  a
Roth  IRA  and/or an education IRA.  The  Fund  offers  prototype
IRA plans for adoption by individuals who qualify.  A description
of  applicable  service fees and application forms are  available
upon  request  from the Fund.  The IRA documents also  contain  a
Disclosure  Statement which the IRS requires to be  furnished  to
individuals who are considering adopting an IRA.  It is important
you obtain up-to-date information from the Fund before opening an
IRA.

      Individuals  who  receive compensation, including  earnings
from  self-employment,  may be entitled  to  establish  and  make
contributors  to a traditional IRA.  Taxation of the  income  and
gains  paid  to  a traditional IRA by the Fund is deferred  until
distribution from the IRA.

      The  Taxpayer Relief Act of 1997 has created the  new  Roth
IRA.   While  contributions  to a  Roth  IRA  are  not  currently
deductible,  the amounts within the accounts accumulate  tax-free
and   qualified   distributions  will  not  be  included   in   a
shareholder's taxable income.  The contribution limit  is  $2,000
annually   ($4,000   for  joint  returns)   in   aggregate   with
contributions  to  traditional IRAs.   Certain  income  phaseouts
apply.

      The  Taxpayer Relief Act of 1997 also has created  the  new
education  IRA.   Like  the  Roth  IRA,  contributions  are  non-
deductible, but the investment earnings accumulate tax-free,  and
distributions used for higher education expenses are not taxable.
Contribution  limits  are  $500 per account  and  certain  income
phaseouts apply.

      As  long as the aggregate IRA contributions meet the Fund's
minimum investment requirement of $500, the Fund will accept  any
allocation  of such contribution between spousal, deductible  and
non-deductible  accounts.  The acceptability of this  calculation
is  the sole responsibility of the shareholder.  For this reason,
it  is advisable for taxpayers to consult with their personal tax
adviser   to   determine   the   deductibility   of   their   IRA
contributions.
    

      Because  a retirement program involves commitments covering
future  years, it is important that the investment objectives  of
the   Fund   be  consistent  with  the  participant's  retirement
objectives.   Premature withdrawals from a  retirement  plan  may
result  in  adverse tax consequences.  See "Purchase  of  Capital
Stock"  and "Redemption of Capital Stock."  Consultation  with  a
tax adviser regarding the tax consequences is recommended.

                     MASTER RETIREMENT PLAN

      The  Fund  has available a master retirement plan (formally
called  a Keogh Plan) for self-employed individuals.  Any  person
seeking additional information or wishing to participate  in  the
Plan  may  contact  the Fund.  Consultation with  a  tax  adviser
regarding the tax consequences of the Plan is recommended.

                           BROKERAGE
   
      The  Adviser is responsible for decisions to buy  and  sell
securities  for  the  Fund and for the placement  of  the  Fund's
investment business and the negotiations of the commissions to be
paid  on  such  transactions.  The Adviser selects  a  broker  or
dealer for the execution of a portfolio transaction on the  basis
that such broker or dealer will execute the order as promptly and
efficiently as possible subject to the overriding policy  of  the
Fund.   This  policy  is  to obtain the  best  market  price  and
reasonable  execution  for  all  its  transactions,  giving   due
consideration to such factors as reliability of execution and the
value  of  research,  statistical and  price  quotation  services
provided  by  such  broker  or  dealer.   The  research  services
provided  by  brokers consist of recommendations to  purchase  or
sell  specific  securities,  the rendering  of  advice  regarding
events  involving specific issuers of securities and  events  and
current  conditions in specific industries, and the rendering  of
advice regarding general economic conditions affecting the  stock
market and the U.S. economy.

      Section  28(e)  of  the Securities  Exchange  Act  of  1934
("Section  28(e)") permits an investment adviser,  under  certain
circumstances, to cause an account to pay a broker  or  dealer  a
commission  for  effecting a transaction in  recognition  of  the
value  of  the  brokerage and research service  provided  by  the
broker  or  dealer.  Brokerage and research services include  (i)
furnishing advice as to the value of securities, the advisability
of  investing  in,  purchasing  or selling  securities,  and  the
availability   of  securities  or  purchasers   or   sellers   of
securities;  (ii)  furnishing  analyses  and  reports  concerning
issuers,  industries, securities, economic  factors  and  trends,
portfolio  strategy  and the performance of accounts;  and  (iii)
effecting   securities  transactions  and  performing   functions
incidental thereto.

      The Adviser does not specifically negotiate commissions and
charges  with  a broker or dealer in advance of each transaction.
The  approximate  brokerage  discount and charges  are,  however,
generally   known   to  the  Adviser  prior  to   effecting   the
transaction.   In determining the overall reasonableness  of  the
commissions  paid, the Adviser compares the commission  rates  to
those  it pays on transactions for its other client accounts  and
to  the  rates generally charged in the industry to institutional
investors  such as the Fund.  The commissions also are considered
in  view  of  the  value of the research, statistical  and  price
quotation  services,  if any, rendered by the  broker  or  dealer
through whom a transaction is placed.

      Purchases  and sales of portfolio securities are frequently
placed,  without  any agreement or undertaking  to  do  so,  with
brokers  and dealers who provide the Adviser with such  brokerage
and  research services.  The Adviser may cause the Fund to pay  a
broker,  which  provides brokerage and research services  to  the
Adviser,  a commission for effecting a securities transaction  in
excess  of  the  amount  another broker would  have  charged  for
effecting  the transaction.  The Adviser believes it is important
to  its  investment  decision-making process to  have  access  to
independent  research.  The Adviser understands  that  since  the
brokers  and  dealers  rendering such  services  are  compensated
through  commissions, such services would be unilaterally reduced
or  eliminated by the brokers and dealers if none of  the  Fund's
transactions were placed through them.  While these services have
value  which cannot be measured in dollars, the Adviser  believes
such services do not reduce the Fund's or the Adviser's expenses.
Higher  commissions  may be paid by the Fund,  provided  (i)  the
Adviser determines in good faith that the amount is reasonable in
relation  to  the services in terms of the particular transaction
or  in  terms  of  the  Adviser's overall  responsibilities  with
respect  to  the  accounts  as to which it  exercises  investment
discretion;  (ii)  such payment is made in  compliance  with  the
provisions  of  Section  28(e) and  other  applicable  state  and
federal  law;  and  (iii)  in the Adviser's  opinion,  the  total
commissions  paid by the Fund will be reasonable in  relation  to
the benefits to the Fund over the long term.

    
      In instances where it is determined by the Adviser that the
supplemental research and statistical services are of significant
value,  it  is  the practice of the Adviser to place  the  Fund's
transactions  with  brokers or dealers  who  are  paid  a  higher
commission  than other brokers or dealers.  However,  commissions
paid are generally lower than those paid prior to the elimination
of fixed minimum rates in 1975 and are no higher than rates which
could  be  obtained from other brokers or dealers who would  also
furnish   comparable   supplemental  research   and   statistical
services.   The  Adviser utilizes research and other  information
obtained  from brokers and dealers in managing its  other  client
accounts.   On  the other hand, the Adviser obtains research  and
information from brokers and dealers who transact trades for  the
Adviser's other client accounts, which are also utilized  by  the
Adviser in managing the Fund's portfolio.
   
     Furthermore, the Adviser has adopted procedures that provide
generally  for  the Adviser to bunch orders for the  purchase  or
sale  of  the  same  security for the Fund,  other  mutual  funds
managed  by the Adviser, and other advisory clients.  The Adviser
will  bunch orders when it deems it to be appropriate and in  the
best  interest of the client accounts.  When a bunched  order  is
filled  in  its entirety, each participating client account  will
participate at the average share price for the bunched  order  on
the  same business day, and transaction costs shall be shared pro
rata  based on each client's participation in the bunched  order.
When  a  bunched  order is only partially filled, the  securities
purchased  will be allocated on a pro rata basis to  each  client
account participating in the bunched order based upon the initial
amount  requested for the account (subject to certain exceptions)
and  each  participating account will participate at the  average
share price for the bunched order on the same business day.
    
     The Adviser, which is the investment adviser to the Nicholas
Fund,  Inc.,  Nicholas  Income Fund,  Inc.,  Nicholas  II,  Inc.,
Nicholas Money Market Fund, Inc. and Nicholas Equity Income Fund,
Inc.,  as  well as to the Fund, may occasionally make  investment
decisions  which would involve the purchase or sale of securities
for  the  portfolios of more than one of the funds  at  the  same
time.  As a result, the demand for securities being purchased  or
the  supply of securities being sold may increase, and this could
have  an adverse effect on the price of those securities.  It  is
the Adviser's policy not to favor one fund over another in making
recommendations  or in placing orders.  If two  or  more  of  the
Adviser's clients are purchasing a given security on the same day
from the same broker or dealer, the Adviser may average the price
of  the  transactions and allocate the average among the  clients
participating in the transactions.  It is the Adviser's policy to
allocate the commission charged by such broker or dealer to  each
fund  in direct proportion to the number of shares bought or sold
by the particular fund involved.

      The  Adviser may effect portfolio transactions with brokers
or  dealers who recommend the purchase of the Fund's shares.  The
Adviser   may   not   allocate  brokerage   on   the   basis   of
recommendations to purchase shares of the Fund.

      Over-the-counter market purchases and sales  are  generally
transacted  directly with principal market makers who retain  the
difference  between  their  cost in a security  and  its  selling
price.   In  some  circumstances where, in  the  opinion  of  the
Adviser,  better  prices and executions are available  elsewhere,
the   transactions  are  placed  through  brokers  who  are  paid
commissions   directly.   The  Fund  paid   aggregate   brokerage
commissions  of approximately $99,222,  $165,936 and $156,751  in
fiscal  1995,  1996  and  1997, respectively.   The  increase  in
brokerage commissions paid in fiscal 1996 compared to fiscal 1995
was  primarily  a  result of the growth in Fund  assets  and  the
necessity to invest these assets.

                        PERFORMANCE DATA

      The  Fund may quote a "total return" or an "average  annual
total  return"  from  time  to  time  in  advertisements  or   in
information  furnished  to  present or prospective  shareholders.
The  "total  return" of the Fund is expressed as a ratio  of  the
increase  (or decrease) in value of a hypothetical investment  in
the Fund at the end of a measuring period to the amount initially
invested.   The  "average annual total return" is  determined  by
discounting  the  "total return" for the number of  time  periods
represented.  The rate represents the annual rate achieved on the
initial investment to arrive at the ending redeemable value.  The
ending value assumes reinvestment of dividends and capital  gains
and  the  reduction of account charges, if any.  This computation
does  not  reflect any sales load or other nonrecurring  charges,
since the Fund is not subject to such charges.  These values  are
computed according to the following formulas:

                                n
                         P(1 plus T)  = ERV
                              or
                     Total Return = ERV - 1
                                    --------
                                     P
                                             n
                                      ---------------
        Average Annual Total Return = nth root of ERV
                                      ---------------  -1
                                                   P

where:
P = a hypothetical initial payment of $1000
T = average annual total return
n = number of years from initial investment to the end  of  the
    period
ERV  =  at  the end of the stated period, the ending  redeemable
value  of a hypothetical $1,000 payment made at the beginning  of
the stated  period.

                          For the Periods Ended December 31, 1997
                          One Year      Five Years     Ten Years
                          --------      ----------     ---------
Total Return                33.02%        122.96%        447.38%
Average Annual Total Return 33.02%         17.39%         18.53%

       For   purposes   of  these  calculations,  the   following
assumptions are made:  (1) all dividends and distributions by the
Fund  are  reinvested at the net asset value  calculated  on  the
reinvestment  dates during the period; (2) a complete  redemption
at  the  end  of the periods is made; and (3) all recurring  fees
that are charged to all shareholder accounts are included.

      These  figures are computed by adding the total  number  of
shares  purchased by a hypothetical $1000 investment in the  Fund
to  all additional shares purchased within a one year period with
reinvested  dividends and distributions, reducing the  number  of
shares by those redeemed to pay account charges, taking the value
of  those shares owned at the end of the year and reducing it  by
any  deferred  charges,  and then dividing  that  amount  by  the
initial $1000 investment.  This computation does not reflect  any
sales  load or other nonrecurring charges, since the Fund is  not
subject to such charges.

      The  "total  return"  and  "average  annual  total  return"
calculations are historical measures of performance and  are  not
necessarily  indicative of future performance.  Such measurements
will vary from time to time depending upon market conditions, the
composition of the Fund's portfolio, operating expenses, and  the
distribution  policy  as determined by the  Board  of  Directors.
These  factors  should be considered when evaluating  the  Fund's
performance.

      In  sales  materials, reports and other  communications  to
shareholders,  the  Fund may compare its performance  to  certain
indices, including the Dow Jones Industrial Average, the Standard
& Poor's  Index  Composite,   the    National    Association   of
Securities  Dealers Automated Quotation System, the Russell  2000
Index  and  the United States Department of Labor Consumer  Price
Index.   The  Fund  also  may include  evaluations  of  the  Fund
published  by  nationally recognized financial  publications  and
ranking  services,  such  as  Forbes,  Money,  Financial   World,
Barron's,  Lipper  Analytical Services  Mutual  Fund  Performance
Analysis,  Morningstar , Inc., CDA Investment  Technologies  Inc.
and Value Line, Inc.
   
    

                       CAPITAL STRUCTURE

     The Fund is authorized to issue twenty  million (20,000,000)
shares of Common Stock, $0.01 par value per share.  Of these, the
Board  of  Directors of the Fund has determined that an aggregate
maximum  of ten million shares (net of redemptions) are available
for purchase by investors and ten million shares are reserved for
reinvestment  of  capital gain and dividend distributions.   Each
share  has  one  vote  and  all  shares  participate  equally  in
dividends  and  other  distributions by  the  Fund,  and  in  the
residual  assets of the Fund in the event of liquidation.   There
are  no  conversion  or  sinking fund  provisions  applicable  to
shares,  and  holders  have  no preemptive  rights  and  may  not
cumulate  their votes in the election of directors.   Shares  are
redeemable  and are transferable.  Fractional shares entitle  the
holder to the same rights as whole shares.


                       STOCK CERTIFICATES

      The  Fund  will  not issue certificates  evidencing  shares
purchased unless so requested in writing.  Where certificates are
not  issued, the shareholder's account will be credited with  the
number   of   shares   purchased,   relieving   shareholders   of
responsibility for safekeeping of certificates and  the  need  to
deliver  them upon redemption.  Written confirmations are  issued
for  all  purchases  of  shares.   Any  shareholder  may  deliver
certificates to the Fund's transfer agent, Firstar Trust Company,
and  direct  that  his account be credited with  the  shares.   A
shareholder  may in writing direct Firstar Trust Company  at  any
time to issue a certificate for his shares without charge.


                      SHAREHOLDER REPORTS

      Shareholders will be provided at least semiannually with  a
report  or a current prospectus showing the Fund's portfolio  and
other  information.  After the close of the Fund's  fiscal  year,
which  ends  December 31, an annual report or current  prospectus
containing financial statements audited by the Fund's independent
public  accountants,  Arthur  Andersen  LLP,  will  be  sent   to
shareholders.


                         ANNUAL MEETING

      Under  the  laws  of  the  State  of  Maryland,  registered
investment  companies, such as the Fund, may operate  without  an
annual  meeting of shareholders under specified circumstances  if
an  annual meeting is not required by the Investment Company  Act
of  1940,  as  amended.   The Fund has  adopted  the  appropriate
provisions  in  its Articles of Incorporation and will  not  hold
annual meetings of shareholders unless otherwise required  to  do
so.


              COMMUNICATIONS BETWEEN SHAREHOLDERS

      In  the  event  the  Fund is not required  to  hold  annual
meetings  of  shareholders to elect Directors by  virtue  of  the
amendment  to Maryland law described under "Annual Meeting,"  the
Board  of  Directors of the Fund will promptly call a meeting  of
shareholders  of  the Fund for the purpose  of  voting  upon  the
question of removal of any Director when requested in writing  so
to  do  by  the  record  holders of not  less  than  10%  of  the
outstanding  shares of Common Stock of the Fund.  The affirmative
vote  of two-thirds of the outstanding shares, cast in person  or
by  proxy  at  a meeting called for such purpose, is required  to
remove a Director of the Fund.  The Fund will assist shareholders
in communicating with each other for this purpose pursuant to the
requirements  of Section 16(c) of the Investment Company  Act  of
1940, as amended.

                  CUSTODIAN AND TRANSFER AGENT

      Firstar Trust Company, 615 East Michigan Street, Milwaukee,
Wisconsin 53202, acts as Custodian of the Fund.  As such, Firstar
Trust Company holds all securities and cash of the Fund, delivers
and  receives payment for securities sold, receives and pays  for
securities  purchased,  collects  income  from  investments   and
performs  other duties, all as directed by officers of the  Fund.
Firstar  Trust Company does not exercise any supervisory function
over  the  management  of  the Fund, the  purchase  and  sale  of
securities  or  the  payment  of distributions  to  shareholders.
Firstar Trust Company also acts as the Fund's Transfer Agent  and
Dividend Disbursing Agent.


           INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL

      Arthur  Andersen LLP, 100 East Wisconsin Avenue, Milwaukee,
Wisconsin  53202, are the independent accountants for  the  Fund.
The selection of the Fund's independent public accountants is not
subject to annual ratification by the Fund's shareholders  unless
otherwise  required by the Investment Company  Act  of  1940,  as
amended.   Michael  Best  &  Friedrich LLP,  100  East  Wisconsin
Avenue, Milwaukee, Wisconsin 53202, has passed on the legality of
the shares of Common Stock of the Fund being offered.


                     FINANCIAL INFORMATION

      The  schedule of investments, the financial statements  and
notes  thereto  and the Report of Independent Public  Accountants
contained  in the Annual Report of the Fund for the  fiscal  year
ended December 31, 1997, are incorporated herein by reference.










                 Nicholas Limited Edition, Inc.




                           Form N-1A




                   PART C:  OTHER INFORMATION


                   PART C.  OTHER INFORMATION


ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

      (a)    Financial Statements:  Per share income and  capital
changes information with respect to the Registrant's common stock
appears  in  Part  A; the Registrant's statement  of  assets  and
liabilities,  including  the  schedule  of  investments,  as   of
December  31,  1997, and the related statement of operations  for
the  year then ended, the statement of changes in net assets  for
each of the two years in the period then ended, and the per share
income  and  capital changes for each of the years in the  period
then ended are incorporated in Parts A and B by reference to  the
Annual  Report to Shareholders of the Registrant for  its  fiscal
year ended December 31, 1997.

      (b)   Exhibits:  All exhibits required to be filed pursuant
to  Item  24(b)  are  listed in the Exhibit Index  which  appears
elsewhere  herein,  and (i) appear in their entirety  herein,  or
(ii)  are incorporated by reference to previous filings with  the
Commission, as indicated in such Exhibit Index.


ITEM  25.   PERSONS  CONTROLLED BY OR UNDER COMMON  CONTROL  WITH
REGISTRANT

      The  Registrant is not under common control with any  other
person.  The Registrant, Nicholas Fund, Inc., Nicholas II,  Inc.,
Nicholas Income Fund, Inc., Nicholas Money Market Fund, Inc.  and
Nicholas  Equity  Income  Fund, Inc. share  a  common  investment
adviser, Nicholas Company, Inc.; however, each such fund  has  an
independent  Board of Directors responsible for  supervising  the
investment  and  business  management services  provided  by  the
adviser.  The Registrant does not control any other person.


ITEM 26.  NUMBER OF HOLDERS OF SECURITIES

      As  of March 31, 1998, the number of record holders of  the
securities of the Registrant was as follows:

    Title  of  Class                Number of  Record Holders
    ----------------                -------------------------
      Common Stock                          11,439


ITEM 27.  INDEMNIFICATION
   
      Article  VII,  Section 7 of the By-Laws of  the  Registrant
provides  for  the indemnification of its officers and  directors
against  liabilities incurred in such capacities  to  the  extent
described  therein,  subject to the provisions  of  the  Maryland
General  Business Corporation Law; such Section 7 is incorporated
herein  by  reference to the By-Laws of the Registrant previously
filed  with the Securities and Exchange Commission.  In addition,
Registrant  maintains  a  joint errors  and  omissions  insurance
policy  with  a $2.0 million limit of liability under  which  the
Registrant,  the  Adviser  and the other  funds  advised  by  the
Adviser, and each of their respective directors and officers, are
named insureds.
    
      The investment adviser to the Registrant, Nicholas Company,
Inc.,  has,  by resolution of its Board of Directors,  agreed  to
indemnify  the Registrant's officers, directors and employees  to
the  extent of any deductible or retention amount required  under
insurance   policies  providing  coverage  to  such  persons   in
connection with liabilities incurred by them in such capacities.


ITEM 28.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

      Incorporated by reference to pages 5-9 of the Statement  of
Additional  Information pursuant to Rule 411 under the Securities
Act of 1933, as amended.


ITEM 29.  PRINCIPAL UNDERWRITERS

           None.


ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

      All  accounts,  books  or other documents  required  to  be
maintained  pursuant to Section 31(a) of the  Investment  Company
Act  of  1940,  as amended, and the rules of the  Securities  and
Exchange  Commission promulgated thereunder, are located  at  the
offices  of  the  Registrant, 700 North Water Street,  Milwaukee,
Wisconsin  53202  or  Firstar Trust Company,  615  East  Michigan
Street, Milwaukee, Wisconsin 53202.


ITEM 31.  MANAGEMENT SERVICES

           None.


ITEM 32.  UNDERTAKINGS

      The Registrant's By-Laws provide that it will indemnify its
officers  and directors for liabilities incurred by them  in  any
proceeding arising by reason of the fact that any such person was
or  is  a  director  or  officer of the Registrant.   Insofar  as
indemnification  for  liability arising  under  the  Act  may  be
permitted to directors, officers and controlling persons  of  the
Registrant   under  the  Securities  Act  of  1933  ("Act"),   or
otherwise,  the Registrant has been advised that, in the  opinion
of  the  Securities and Exchange Commission, such indemnification
is  against  public  policy as expressed  in  the  Act  and  may,
therefore,  be  unenforceable.  In the event  that  a  claim  for
indemnification against such liabilities (other than the  payment
by  the  Registrant of expenses incurred or paid by  a  director,
officer of controlling person of the Registrant in the successful
defense  of any action, suit or proceeding) is asserted  by  such
director,  officer or controlling person in connection  with  the
securities being registered, the Registrant will, unless  in  the
opinion of its counsel the matter has been settled by controlling
precedent,  submit  to  a court of appropriate  jurisdiction  the
question  whether  such indemnification by it is  against  public
policy as expressed in the Act and will be governed by the  final
adjudication of such issue.

      The Registrant hereby undertakes to deliver or cause to  be
delivered  with  the  Prospectus, to  each  person  to  whom  the
Prospectus  is  sent  or  given,  the  latest  Annual  Report  to
Shareholders which is incorporated by reference in the Prospectus
and  furnished pursuant to and meeting the requirements  of  Rule
14a-3  or  Rule 14c-3 under the Securities Exchange Act of  1934;
and, where interim financial information required to be presented
by  Article  3  of  Regulation  S-X  is  not  set  forth  in  the
Prospectus,  to deliver, or cause to be delivered to each  person
to  whom  the  Prospectus is sent or given, the latest  Quarterly
Report  which  is incorporated by reference in the Prospectus  to
provide such interim financial information.

                           SIGNATURES




      Pursuant to the requirements of the Securities Act of 1933,
as  amended, and the Investment Company Act of 1940, as  amended,
Nicholas  Limited  Edition,  Inc., a  corporation  organized  and
existing  under  the  laws  of  the  State  of  Maryland,  hereby
certifies that it meets all of the requirements for effectiveness
of  this Amendment to its Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933, and has duly caused this
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned on the 28th day of April, 19987.



                            NICHOLAS LIMITED  EDITION, INC.




                              By:  /s/ Thomas J. Saeger
                                   --------------------- 
                                       Thomas  J. Saeger,  Executive
                                       Vice President,
                                       Secretary, Chief  Financial
                                       Officer and Chief Accounting Officer



      Pursuant to the requirements of the Securities Act of 1933,
as  amended, and the Investment Company Act of 1940, as  amended,
this  Amendment  to the Registration Statement  has  been  signed
below  by  the  following persons in the capacities indicated  on
April 28, 1998.



/s/Albert  O. Nicholas                      President (Principal Executive
______________________                      Officer) and Director
   Albert O. Nicholas                      

/s/Melvin L. Schultz                        Director
______________________   
   Melvin L. Schultz

/s/Thomas J. Saeger                         Executive Vice
______________________                      President, Chief Financial
   Thomas J. Saeger                         Officer, Chief  Accounting
                                            Officer and Director
                                              



             By:     /s/Thomas J. Saeger
                       Thomas J. Saeger, as
            Attorney-in-Fact for the above officers
               and directors, under authority of
              Powers of Attorney previously filed.

                         EXHIBIT INDEX
                                                                 Sequential
Exhibit No.               Description                             Page No.
___________               ___________                            __________
  
  (b)(1)       Articles of Incorporation of the Registrant 
               as ammended.

  (b)(2)       By-Laws of the Registrant

  (b)(4)       Specimen   certificate   evidencing  common 
               stock, par value $0.01 per share,  of   the
               Registrant  

  (b)(5)       Investment    Advisory   Agreement,   dated 
               January 26, 1987, between the    Registrant 
               and Nicholas Company, Inc.  

  (b)(8)       Custodian Agreement, dated January 26, 1987, 
               between the Registrant and Firstar     Trust 
               Company  

  (b)(10)      Opinion of  Michael Best &  Friedrich,   LLP
               counsel to  the Registrant,  concerning  the 
               legality of  the  Registrant's common stock,
               including   consent  to   the   use thereof.

  (b)(11)      Consent of Arthur Andersen LLP,  independent  
               public accountants.

  (b)(12)      Statements   of Assets and   Liabilities  of   
               Registrant, including   the  Schedule     of
               Investments,  as  of  December 31, 1997, and 
               the Financial Highlights  for    the     ten 
               years   ended December 31, 1997 [included in
               the   Annual  Report  to   Shareholders   of
               Registrant  for the  fiscal    year    ended
               December 31,  1997].

  (b)(14.1)    Registrant's Prototype IRA Plan.                        

  (b)(14.2)    Registrant's Master Retirement Plan for Self
               Employed Individuals.                                 

  (b)(16)      Schedule for computation  of     performance
               quotation  provided in response  to Item 22 
               of Form N-1A.

  (b)(17)      Financial Data Schedule

  (b)(99)      Powers of Attorney  





                   ARTICLES OF INCORPORATION
                               OF
                 NICHOLAS LIMITED EDITION, INC.

           We,  the undersigned natural persons of the age of twenty-
one years or more, acting as Incorporators of a corporation under the
General  Laws  of the State of Maryland authorizing the formation  of
corporations, adopt the following Articles of Incorporation for  such
corporation:

          FIRST:    The name of the corporation (which is hereinafter
          -----
called the "Corporation") is NICHOLAS LIMITED EDITION, INC.

          SECOND:   The period of its existence is perpetual.
          ------

          THIRD:    The purpose or purposes for which the Corporation
          -----
is organized are:

               A.   To engage in the business of a diversified, open-
end management investment company under the Investment Company Act of
1940.

                B.    To  purchase  or otherwise  acquire,  hold  for
investment  or otherwise, and to sell, exchange or otherwise  dispose
of  securities, or rights or warrants to acquire securities,  of  any
private  or  public  company,  corporation,  association,  trust   or
syndicate, however organized.

                C.    To  purchase  or otherwise  acquire,  hold  for
investment or otherwise, and to sell, exchange, or otherwise  dispose
of,  securities issued or guaranteed by the United States of America,
by  any  State  of  the United States of America,  by  any  political
subdivision of any State, by any public instrumentality of  a  State,
or  by  any  person  controlled or supervised by  and  acting  as  an
instrumentality of the United States of America.

                D.    To deposit its funds from time to time in  such
checking  account or accounts as may reasonably be required,  and  to
deposit  its  funds at interest in any bank, savings  bank  or  trust
company  in  good  standing organized under the laws  of  the  United
States  of  America  or  any State thereof, or  of  the  District  of
Columbia.

                E.    To  conduct  research and  investigations  with
respect to securities, organizations and business conditions  in  the
United  States  and  elsewhere;  to  secure  information  and  advice
pertaining to the investment and employment of the assets  and  funds
of  the  Corporation  and  to  pay compensation  to  others  for  the
furnishing of any or all of the foregoing.

                F.    Subject  to any restrictions contained  in  the
Investment  Company  Act of 1940, in applicable state  securities  or
"blue  sky"  laws, or in any rules or regulations issued pursuant  to
any  of  the  foregoing, to exercise in respect  of  all  securities,
property  and  assets owned by it, all rights, powers and  privileges
which  could  be  exercised by any natural  person  owning  the  same
securities, property or assets.

                G.    To  acquire  all or any part of  the  goodwill,
property and business of any firm, person, association or corporation
heretofore  or  hereafter  engaged in any  business  similar  to  any
business which it has power to conduct, and to hold, utilize,  enjoy,
and  in  any  manner dispose of the whole or any part of the  rights,
property  and  business  so  acquired and  to  assume  in  connection
therewith  any  liabilities of any such person, firm, association  or
corporation.

                H.    Without the vote or consent of the shareholders
of  the Corporation, to purchase, acquire, hold, dispose of, transfer
and  reissue or cancel shares of its own capital stock in any  manner
or  to  any extent now or hereafter permitted by the laws of Maryland
and by these Articles of Incorporation.

                I.    To  carry out all or any part of the  aforesaid
objects and purposes and to conduct its business in all or any of its
branches in any or all states, territories, districts and possessions
of  the  United  States of America and in foreign countries;  and  to
maintain  offices  and  agencies in any and all states,  territories,
districts  and  possessions of the United States of  America  and  in
foreign countries.

           The  foregoing  objects and purposes  shall,  except  when
otherwise  expressed, be in no way limited or restricted by reference
to  or  inference from the terms of any clause of this  or any  other
Section  of  these  Articles of Incorporation, or  of  any  amendment
thereto,  and shall each be regarded as independent and construed  as
powers as well as objects and purposes.

           The  Corporation shall be authorized to exercise and enjoy
all of the powers, rights and privileges granted to or conferred upon
corporations of a similar character by the General Laws of the  State
of  Maryland  now  or hereafter in force and the enumeration  of  the
foregoing powers shall not be deemed to exclude any powers, rights or
privileges so granted or conferred.

            FOURTH:    The  aggregate  number  of  shares  which  the
            ------
Corporation  shall  have  authority  to  issue  is  fourteen  million
(14,000,000)  consisting  of one class only,  designated  as  "Common
Stock,"  of the par value of $.01 per share and of the aggregate  par
value of One Hundred Forty Thousand Dollars ($140,000).

           FIFTH:     Provisions limiting or denying to  shareholders
           -----
the preemptive rights to acquire additional shares of the Corporation
are:

           No  holder of any of the shares of this Corporation shall,
as  such  holder, have any preemptive or other right to  purchase  or
subscribe  for  any shares which this Corporation may issue  or  sell
other  than  such  rights, if any, as the board of directors  in  its
discretion  may from time to time determine to offer to  shareholders
of this Corporation.

          SIXTH:    The number of initial directors is three (3), and
          -----
the names of the initial directors are:

               Albert O. Nicholas
               Melvin L. Schultz
               Thomas J. Saeger

Thereafter,  the number of directors shall be such number  (not  less
than three) as is fixed from time to time by the By-laws.

           SEVENTH:  The post office address of the principal  office
           -------
of  the  Corporation  in  this State is  c/o  The  Corporation  Trust
Incorporated, 32 South Street, Baltimore, Maryland 21202.   The  name
of  the  resident  agent of the Corporation  in  this  State  is  The
Corporation Trust Incorporated, a corporation of this State, and  the
post  office  address  of  the resident agent  is  32  South  Street,
Baltimore, Maryland 21202.

          EIGHTH:   The name and address of each incorporator is:
          ------
          Name                     Address
          ----                     -------
     Albert O. Nicholas       700 North Water Street
                              Suite 1010
                              Milwaukee, Wisconsin 53202

     Thomas J. Saeger         700 North Water Street
                              Suite 1010
                              Milwaukee, Wisconsin 53202

     Eric R. Christiansen     250 East Wisconsin Avenue
                              Milwaukee, Wisconsin 53202

           NINTH:    The following provisions are hereby adopted  for
           -----
the  purpose of defining, limiting and regulating the powers  of  the
Corporation and of the directors and shareholders:

                A.    The board of directors of the corporation shall
          authorize  an  initial issuance of shares  of  the  capital
          stock  of  the Corporation for such consideration not  less
          than the aggregate par value of the shares included in  the
          issuance as the board of directors shall determine.   After
          such initial issuance, the board of directors may authorize
          the  issuance (and reissuance) from time to time of  shares
          of  capital  stock of any class, whether now  or  hereafter
          authorized,  for  such consideration,  not  less  than  the
          aggregate par value of the shares so issued, as said  board
          of directors may deem advisable, provided that, except with
          respect   to   shares  issued  as  a  share   dividend   or
          distribution, such consideration shall be not less than the
          net  asset value of such shares computed in accordance with
          this  Article  NINTH.   That portion of  the  consideration
          received by the Corporation for shares issued (or reissued)
          which  is  equal to the aggregate par value of such  shares
          shall  be capital and any consideration received in  excess
          of  said aggregate par value shall be capital surplus.  The
          board   of   directors  may,  in  its  sole  and   absolute
          discretion,  reject  in whole or in  part  orders  for  the
          purchase  of shares of capital stock, and may, in addition,
          require  such  orders to be in such minimum amounts  as  it
          shall determine.

                B.    The  holders of any fractional  shares  of  the
          capital stock of the Corporation shall be entitled  to  the
          payment  of dividends on such fractional shares, to receive
          the net asset value thereof upon redemption and to share in
          the  assets  of  the Corporation upon liquidation,  but  no
          holder of a fractional share shall be entitled to receive a
          certificate representing any fractional share.  Whenever  a
          shareholder  owns  fractional  shares  aggregating  a  full
          share,  he  shall  have  all rights  provided  herein  with
          respect to such full share and shall be entitled to receive
          a certificate representing such full share.

                C.   The board of directors shall have full power  in
          accordance with good accounting practice: (a) to  determine
          what  receipts  of the Corporation shall constitute  income
          available for payment of dividends and what receipts  shall
          constitute  principal and to make such  allocation  of  any
          particular receipt between principal and income as  it  may
          deem  proper; and (b) from time to time, in its  discretion
          (i)  to  determine whether any and all expenses  and  other
          outlays  paid  or incurred (including any  and  all  taxes,
          assessments  of governmental charges which the  Corporation
          may  be required to pay or hold under any present or future
          law  of the United States of America or of any other taxing
          authority  therein)  shall  be  charged  to  or  paid  from
          principal or income or both; and (ii) to apportion any  and
          all  of said expenses and outlays, including taxes, between
          principal and income.

                 D.     Each  holder  of  record  of  stock  of  this
          Corporation shall be entitled to one (1) vote for each full
          share,  and  a  fractional vote for each fractional  share,
          thereof standing registered in his name on the books of the
          Corporation.   At  all  elections  of  directors   of   the
          Corporation, each shareholder shall be entitled to vote the
          shares owned of record by him for as many persons as  there
          are  directors to be elected, but shall not be entitled  to
          exercise any right of cumulative voting.

                E.    The  board  of directors shall  have  power  to
          determine from time to time whether and to what extent  and
          at  what  time  and  places and under what  conditions  and
          regulations  the  books,  accounts  and  documents  of  the
          Corporation,  or  any  of  them,  shall  be  open  to   the
          inspection of shareholders, except as otherwise provided by
          statute or by law; and except as so provided no shareholder
          shall  have  any  right  to inspect any  book,  account  or
          document of the Corporation unless authorized to do  so  by
          resolution of the board of directors.

                F.    When the total assets of the Corporation  shall
          for  the  first time have amounted to $100,000, or more,  a
          fact  which shall be conclusively evidenced by a resolution
          of the board of directors of the Corporation specifying the
          date  and  time  when such total assets first  amounted  to
          $100,000,  or  more, each holder of shares of  the  capital
          stock  of  the Corporation shall be entitled  at  any  time
          thereafter to require the Corporation to redeem all or  any
          part  of the shares standing in the name of such holder  on
          the books of the Corporation at the net asset value of such
          shares  as determined in accordance with the provisions  of
          this Article NINTH, subject to the provisions of Section  K
          of this Article.

                G.    The net asset value to which a holder of shares
          of  capital stock of the Corporation shall be entitled upon
          redemption  of  shares held by him is the net  asset  value
          next  determined  after the time when the  application  for
          redemption is received in proper order and accepted by  the
          Corporation  at  such place as the board of  directors  may
          from time to time designate.

                H.   The time of payment for shares redeemed shall be
          within  seven (7) days after the application for redemption
          has  been  received  in proper form  and  accepted  by  the
          Corporation  in accordance with Section G of  this  Article
          NINTH.

                I.    The  net  asset  value of  each  share  of  the
          Corporation shall be determined as of the close of  trading
          on  the New York Stock Exchange each day that said Exchange
          is  open for trading and any such net asset value shall  be
          applicable to all transactions in the capital stock of  the
          Corporation occurring at or before the close of business on
          that  day  and  after  the close of business  on  the  last
          preceding day on which said Exchange was open for  trading,
          subject   to   adjustment   for   declared   dividends   or
          distributions,  or  in  accordance  with  any   controlling
          provisions  of the Investment company Act of  1940  or  any
          rule or regulation thereunder.

                J.   The net asset value of each share of the capital
          stock  of  the Corporation at any particular time shall  be
          the  quotient  obtained by dividing the value  of  the  net
          assets of the Corporation (i.e., the value of the assets of
          the  Corporation, less its liabilities exclusive of capital
          and  surplus)  at such time by the total number  of  shares
          (including fractional shares) outstanding at such time, all
          determined and computed as follows:


                    (1)  The value of any cash on hand or on deposit,
          bills  and  demand  notes and accounts receivable,  prepaid
          expenses,  dividends receivable (from  and  after  the  ex-
          dividend date) and interest declared or accrued and not yet
          received  shall  be  deemed to be the full  amount  thereof
          unless  the  board of directors shall have determined  that
          any  such  deposit, bill, demand note or account receivable
          is  not worth the full amount thereof, in which event  such
          value shall be the fair value thereof as determined in good
          faith by the board of directors.

                     (2)   Securities listed or commonly dealt is  on
          the  New York Stock Exchange or the American Stock Exchange
          shall  be  valued at the last sale prices on such Exchanges
          on  the  day  on  which such value is being  computed  (or,
          lacking  any  such sales, the last bid price),  unless  the
          board of directors in good faith determines that some other
          price reflects more closely the true market value.

                      (3)    Other  securities  as  to  which  market
          quotations  are readily available shall be  valued  in  the
          same  manner as securities listed or commonly dealt  in  on
          the New York or American Stock Exchanges.

                     (4)   In  the  case of all other securities  and
          assets,  the  value  thereof shall be  the  fair  value  as
          determined in good faith by the board of directors (but  no
          value shall be assigned to goodwill of the Corporation).

                     (5)  The liabilities of the Corporation shall be
          deemed  to  include  all  bills and accounts  payable;  all
          administrative  expenses payable and/or accrued,  including
          the   estimated  amount  of  any  fees  payable  under   an
          investment  advisory agreement, all contractual obligations
          for  the payment of money or property, including the amount
          of any unpaid dividends upon the shares of the Corporation,
          declared  at or before the time as of which the  net  asset
          value  is  being  determined; all  reserves  authorized  or
          approved   by   the  board  of  directors  for   taxes   or
          contingencies, including such reserves, if any,  for  taxes
          based  on any unrealized appreciation in the value  of  the
          assets of the Corporation; and all other liabilities of the
          Corporation   of   whatsoever  kind  and   nature,   except
          liabilities  represented by outstanding shares and  surplus
          of the Corporation.

                    (6)  Securities purchased shall be included among
          the  assets of the Corporation, and the cost thereof  shall
          simultaneously be regarded as a liability, not  later  than
          the day following the date of purchase; and securities sold
          shall   be  excluded  from  such  assets,  and  the  amount
          receivable therefor shall simultaneously be included as  an
          asset, not later than the day following the date of sale.

                      (7)   Shares  of  the  capital  stock  of   the
          Corporation  for which purchase orders have  been  accepted
          shall  be considered as issued and outstanding as  soon  as
          the  net  asset value thereof can reasonably to ascertained
          pursuant to the provisions of this Article NINTH,  and  the
          amount  receivable therefor shall simultaneously become  an
          asset of the Corporation.

                      (8)   Shares  of  the  capital  stock  of   the
          Corporation delivered for redemption or repurchase shall be
          considered  as  no longer outstanding as soon  as  the  net
          asset  value thereof can reasonably be ascertained pursuant
          to  the  provisions of this Article NINTH, and  the  amount
          payable   on   such   redemption   or   repurchase    shall
          simultaneously become a liability of the Corporation.

                    (9)  Notwithstanding the provisions of paragraphs
          (1) and (5) of this Section J, interest declared or accrued
          and  not  yet  received, and any accrued expenses,  may  be
          omitted  from  any calculation of net asset value,  in  the
          discretion of the board of directors, if the net amount  of
          all such interest and expenses is less than one percent  of
          the net asset value per share.

                K.    In  the event that the New York Stock  Exchange
          shall  be  closed  at  any time because  of  then  existing
          financial   conditions  or  for  any   other   unusual   or
          extraordinary reason, the right of a holder  of  shares  of
          the  capital  stock of the Corporation to have  his  shares
          redeemed by the Corporation shall be suspended for a period
          from and including the day on which the action is taken for
          the  closing  of said Exchange and the day  on  which  said
          Exchange is reopened.  In accordance with the provisions of
          the  Investment  Company  Act of 1940  and  the  rules  and
          regulations  promulgated thereunder by the  Securities  and
          Exchange Commission, the Corporation may also suspend  such
          right of redemption (a) for any period during which trading
          on  the New York Stock Exchange is restricted; (b) for  any
          period  during  which an emergency exists as  a  result  of
          which  (i) disposal by the Corporation of securities  owned
          by  it  is  not reasonably practicable or (ii)  it  is  not
          reasonably  practicable  for  the  Corporation  fairly   to
          determine  the  value of its net assets; or  (c)  for  such
          other periods as the Commission may by order permit for the
          protection of shareholders of the Corporation.

                L.    The Corporation may purchase in the open market
          or  otherwise acquire from any owner or holder thereof  any
          shares   of   its   capital  stock,  in  which   case   the
          consideration  paid therefor (in cash or in  securities  in
          which  the funds of the Corporation shall then be invested)
          shall not exceed the net asset value thereof determined  or
          estimated  in accordance with any method deemed  proper  by
          the   board   of   directors  and   producing   an   amount
          approximately equal to the net asset value of  said  shares
          (determined  in  accordance with  the  provisions  of  this
          Article  NINTH) at the time of the purchase or  acquisition
          by the Corporation thereof.

                In  respect  of  all powers, duties  and  authorities
          conferred  by  the  preceding Sections J  and  K  and  this
          Section  L,  the Corporation may act by and through  agents
          from time to time designated and appointed by the board  of
          directors  and the board of directors may delegate  to  any
          such  agent  any  and  all powers, duties  and  authorities
          conferred  upon  the  Corporation  or  upon  the  board  of
          directors by said Sections.

          TENTH:    The Corporation reserves the right to enter into,
          -----
from  time to time, investment advisory agreements providing for  the
management and supervision of the investments of the Corporation  and
the  furnishing  of  advice to the Corporation with  respect  to  the
desirability of investing in, purchasing or selling securities or the
property.   Such agreement shall contain such other terms, provisions
and  conditions as the board of directors of the Corporation may deem
advisable.

           The Corporation may designate custodians, transfer agents,
registrars and/or disbursing agents for the stock and assets  of  the
Corporation   and   employ  and  fix  the  powers,  rights,   duties,
responsibilities  and compensation of each such  custodian,  transfer
agent, registrar and/or disbursing agent.

          ELEVENTH:  The Corporation reserves the right, from time to
          --------
time, to make any amendment of these Articles of Incorporation now or
hereafter authorized by law, including any amendment which alters the
contract  rights  as  expressly  set  forth  in  these  Articles   of
Incorporation of any outstanding stock.  The Corporation may take  or
authorize  such  action upon the concurrence of  a  majority  of  the
aggregate number of the votes entitled to be cast thereon.

            TWELFTH:   In  the  event  of  the  dissolution  of   the
            -------
Corporation  and  in  the  event  there  are  assets  available   for
distribution to the shareholders, the trustees or receivers may  take
distributions  of  assets in cash or in kind or partly  in  cash  and
partly  in  kind, and it shall not be necessary for the  trustees  or
receivers  to give each shareholder a pro rata share of  each  asset,
but  the trustees or receivers may allocate certain assets to certain
shareholders  and certain assets to other shareholders,  so  long  as
there shall be distributed to each shareholder his pro rata share  in
market value of the assets of the Corporation.

           THIRTEENTH:   If and to the extent permitted  by  Maryland
           ----------
law,  the Corporation shall not be required to hold an annual meeting
of  shareholders  in  any  year in which none  of  the  following  is
required  to  be  acted  upon by shareholders  under  the  Investment
Company Act of 1940: (1) election of directors; (2) approval  of  any
investment  advisory agreement; (3) ratification of the selection  of
independent auditors; and (4) approval of a distribution agreement.

     Dated:    January 21, 1987.



                              /s/ Albert O. Nicholas
                              ----------------------
                              Albert O. Nicholas



                              /s/ Thomas J. Saeger
                              ---------------------
                              Thomas J. Saeger



                              /s/ Eric R. Christiansen
                              ------------------------
                              Eric R. Christiansen


                                                  Incorporators



STATE OF WISCONSIN       )
                         )    ss.
COUNTY OF MILWAUKEE      )

           I  hereby certify that on January 21, 1987, before me, the
subscriber, a Notary Public of the State of Wisconsin in and for  the
County  of Milwaukee, personally appeared ALBERT O. NICHOLAS,  THOMAS
J.  SAEGER  and ERIC R. CHRISTIANSEN, and severally acknowledged  the
foregoing Amended Articles of Incorporation to be their act.

          WITNESS my hand and notarial seal this 21st day of January,
A.D. 1987.



                              /s/ Tracy C. Eberlein
                              Notary Public
                              Milwaukee County, Wisconsin
                              My commission: June 25, 1989


                     ARTICLES SUPPLEMENTARY
                             TO THE
                   ARTICLES OF INCORPORATION
                               OF
                 NICHOLAS LIMITED EDITION, INC.


      Nicholas  Limited  Edition, Inc.,  a  Maryland  corporation
registered  as  an open-end company under the Investment  Company
Act  of  1940, does hereby certify that the existing Articles  of
Incorporation were duly supplemented to read as follows:

            The   aggregate  number  of  shares  which   the
     corporation  shall  have authority to  issue  shall  be
     increased to 20,000,000 shares of common stock  of  the
     par  value  of $.01 per share and of the aggregate  par
     value of $20,000.

     Prior to the above supplement the total number of shares the
corporation   was  authorized  to  issue  was  Fourteen   Million
(14,000,000) consisting of one class only, designated  as  common
stock,  of  the par value of $.01 per share and of the  aggregate
par value of One Hundred Forty Thousand Dollars ($140,000).

      The  above  supplement was duly adopted  by  the  Board  of
Directors   on  October 22, 1997, in accordance with  Section  2-
105(c) of the Maryland General Corporation Law.

     Dated this 29th day of October, 1997.



                              By:  /s/ Jeffrey T. May
                                   Jeffrey T. May
                                   Senior Vice President

      I, Thomas J. Saeger, Executive Vice President and Secretary
hereby  acknowledge on behalf of Nicholas Limited  Edition,  Inc.
that  the  foregoing Articles Supplementary to  the  Articles  of
Incorporation  are  the corporate act of said  corporation  under
penalties of perjury.


                              By:  /s/ Thomas J. Saeger
                                   Thomas J. Saeger
                                    Executive Vice President  and
Secretary

       This document was drafted by and is returnable to:

                      Kate M. Fleming, Esq.
                  Michael Best & Friedrich LLP
                   100 East Wisconsin Avenue
                      Milwaukee, WI  53202
                         (414) 271-6560







             BY-LAWS OF NICHOLAS LIMITED EDITION, INC.
 
                           ARTICLE I
                     Shareholders' Meetings


     Section 1.  Place of Meetings.  All meetings of shareholders
     ---------   -----------------
shall be held at 700 North Water Street, Milwaukee, Wisconsin, or
such  other  location in the State of Wisconsin as determined  by
the Board of Directors.

      Section 2.  Annual Meeting.  If and to the extent permitted
      ---------   --------------
by Maryland law, the Corporation shall not be required to hold an
annual  meeting of shareholders in any year in which none of  the
following is required to be acted upon by shareholders under  the
Investment  Company  Act of 1940, as amended:   (1)  election  of
directors; (2) approval of any investment advisory agreement; (3)
ratification  of the selection of independent auditors;  and  (4)
approval  of  a distribution agreement.  In the event  an  annual
meeting is required to be held, such annual meeting shall be held
at  10:00 A.M., Milwaukee time, on the fourth Tuesday in April of
each  year, if not a legal holiday, and if a legal holiday,  then
on   the  next  secular  day  following.   Any  business  of  the
corporation may be transacted at the annual meeting without being
specifically designated in the notice, except such business as is
specifically required by statute to be stated in the notice.

      Section  3.   Special Meetings.  Special  meetings  of  the
      ----------    ----------------
shareholders  may  be  called  by the  board  of  directors,  the
president,   an  executive  vice  president  or  a  senior   vice
president, or the secretary, and shall be called by the secretary
upon the written request of the holders of shares entitled to not
less  than  10%  of all the votes entitled to  be  cast  at  such
meeting.   Such  request shall state the purpose or  purposes  of
such  meeting  and the matters proposed to be acted  on  thereat.
The  secretary  shall inform such shareholders of the  reasonably
estimated  cost  of  preparing and mailing  such  notice  of  the
meeting,  and upon payment to the corporation of such  costs  the
secretary  shall give notice stating the purpose or  purposes  of
the meeting to all shareholders entitled to vote at such meeting.
No special meeting need be called upon the request of the holders
of  shares  entitled to cast less than a majority  of  all  votes
entitled to be cast at such meeting, to consider any matter which
is  substantially the same as a matter voted upon at any  special
meeting  of  the  shareholders held during the  preceding  twelve
months.   The  business  transacted at  any  special  meeting  of
shareholders  shall  be  limited to the purposes  stated  in  the
notice.

      Section 4.  Notice of Meeting.  Not less than ten days  nor
      ---------   -----------------
more than 90 days before the date of every shareholders' meeting,
the secretary shall give to each shareholder entitled to vote  at
such  meeting,  written or printed notice stating  the  time  and
place  of  the meeting, and in the case of a special meeting  the
purpose  or purposes for which the meeting is called,  either  by
mail  or by presenting it to him personally or by leaving  it  at
his residence or place of business.  If mailed, such notice shall
be  deemed  to be given when deposited in the United States  mail
addressed  to  the shareholder at his post office address  as  it
appears  on the records of the corporation, with postage  thereon
prepaid.

      Section  5.   Quorum.  At any meeting of  shareholders  the
      ----------    ------
presence in person or by proxy of shareholders entitled to cast a
majority of the votes thereat shall constitute a quorum; but this
section  shall  not affect any requirement under the  statute  or
under the charter for the vote necessary for the adoption of  any
measure.   If  at  any  meeting  a  quorum  is  not  present   or
represented,  the  chairman of the meeting of the  holders  of  a
majority  of  the  stock present or represented may  adjourn  the
meeting from time to time, without notice other than announcement
at  the  meeting,  until a quorum is present or represented.   At
such   adjourned  meeting  at  which  a  quorum  is  present   or
represented, any business may be transacted which might have been
transacted at the meeting as originally called.

      Section  6.  Stock Entitled to Vote.  Each issued share  of
      ----------   ----------------------
stock  shall  be entitled to vote at any meeting of  shareholders
except (i) shares as to which any installment payable thereon  is
overdue  and  unpaid,  and (ii) shares owned,  other  than  in  a
fiduciary  capacity, by the corporation or by another corporation
in which the corporation owns shares entitled to more than 50% of
the  votes entitled to be cast by all shares outstanding of  such
corporation.

      Section  7.  Voting.  Each full outstanding share of  stock
      ----------   ------
entitled  to vote at a meeting of shareholders shall be  entitled
to  one  vote on each matter submitted to a vote, and  fractional
shares  shall  have  fractional  votes.   In  all  elections  for
directors  every  shareholder shall have the right  to  vote  the
shares  owned of record by him for as many persons as  there  are
directors to be elected.  A shareholder may vote the shares owned
of record by him either in person or by proxy executed in writing
by  the  shareholder or by his duly authorized  attorney-in-fact.
No  proxy shall be valid after eleven months from its date unless
otherwise   provided   in  the  proxy.   At   all   meetings   of
shareholders,  unless the voting is conducted by inspectors,  all
questions  relating to the qualification of voters, the  validity
of  proxies  and  the acceptance or rejection of votes  shall  be
decided by the chairman of the meeting.  A majority of the  votes
cast  at  a meeting of shareholders, duly called and at  which  a
quorum  is present, shall be sufficient to take or authorize  any
action  which  may  properly come before the  meeting,  unless  a
greater  number is required by the statute or by the articles  of
incorporation.  No vote upon any matter, except the  election  of
directors  and  except in those cases where a  vote  is  required
under  the provisions of the Investment Company Act of  1940,  as
amended, need be by ballot unless demanded by the holders  of  at
least  10% of the shares of stock present or represented  at  the
meeting.

           Section  8.  Informal Action.  Any action required  or
           ----------   ---------------
permitted to be taken at any meeting of shareholders may be taken
without  a  meeting, if a consent in writing, setting forth  such
action, is signed by all the shareholders entitled to vote on the
subject matter thereof and such consent is filed with the records
of the corporation.

                           ARTICLE II
                           DIRECTORS

           Section  1.  Number.  The number of directors  of  the
           ----------   ------
corporation shall be three.  By vote of a majority of the  entire
board  of directors, the number of directors fixed by the charter
or  by  these by-laws may be increased or decreased from time  to
time to not exceeding fifteen nor less than three, but the tenure
of  office of a director shall not be affected by any increase in
the number of directors so made by the board.

           Section  2.   Election and Qualification.   Until  the
           ----------    --------------------------
first annual meeting of shareholders or until successors are duly
elected and qualify, the board of directors shall consist of  the
persons named as such in the articles of incorporation.   At  the
first  annual meeting of the shareholders, the shareholders shall
elect  directors to hold office until the next annual meeting  or
until their successors are elected and qualify.  A director  need
not be a shareholder of the corporation, but must be eligible  to
serve as a director of a registered investment company under  the
Investment  Company Act of 1940, as amended.  Each  director  but
one  may be an affiliated person of the investment adviser of the
corporation, as defined in the Investment Company Act of 1940, as
amended.

           Section  3.  Vacancies.  Any vacancy on the  board  of
           ----------   ---------
directors occurring between shareholders' meetings called for the
purpose of electing directors may be filled, if immediately after
filling  any  such vacancy at least two-thirds of  the  directors
then holding office shall have been elected to such office at  an
annual  or  special  meeting of shareholders,  in  the  following
manner:  (i) for a vacancy occurring other than by reason  of  an
increase in directors, by a majority of the remaining members  of
the  board,  although such majority is less  than  a  quorum;  or
(ii)  for  a  vacancy occurring by reason of an increase  in  the
number of directors, by action of a majority of the entire board.
A  director  elected  by the board to fill  a  vacancy  shall  be
elected  to  hold  office  until  the  next  annual  meeting   of
shareholders or until his successor is elected and qualifies.  If
by reason of the death, disqualification or bona fide resignation
of any director or directors, there is no member of the board who
is  not  an  affiliated person of the investment adviser  of  the
corporation, as defined in the Investment Company Act of 1940, as
amended, such vacancy shall be filled within 30 days if it may be
filled  by the board, or within 60 days if a vote of shareholders
is  required to fill such vacancy; provided that such vacancy may
be  filled  within  such  longer period  as  the  Securities  and
Exchange Commission may prescribe, by rules and regulations  upon
its  own motion or by order upon application.  In the event  that
at any time less than a majority of the directors were elected by
the  shareholders,  the board or proper officer  shall  forthwith
cause  to be held as promptly as possible and in any event within
60  days  a  meeting of shareholders for the purpose of  electing
directors to fill any existing vacancies in the board unless  the
Securities  and  Exchange Commission shall by order  extend  such
period.

           Section 4.  Powers.  The business and affairs  of  the
           ---------   ------
corporation shall be managed by the board of directors, which may
exercise all of the powers of the corporation, except such as are
by  law  or by the articles of incorporation or by these  by-laws
conferred upon or reserved to the shareholders.

           Section  5.  Removal.  At any meeting of shareholders,
           ----------   -------
duly  called  and at which a quorum is present, the  shareholders
may, by the affirmative vote of the holders of a majority of  the
votes  entitled  to  be  cast thereon,  remove  any  director  or
directors from office and may elect a successor or successors  to
fill  any resulting vacancies for the unexpired terms of  removed
directors.

           Section 6.  Place of Meetings.  Meetings of the  board
           ---------   -----------------
of  directors, regular or special, may be held at any place in or
out  of the State of Maryland as the board may from time to  time
determine or as may be specified in the call of any meeting.

           Section 7.  Regular Meetings.  Regular meetings of the
           ---------   ----------------
board  of  directors may be held without notice at such time  and
place as shall from time to time be determined by the board.

           Section 8.  Special Meetings.  Special meetings of the
           ---------   ----------------
board of directors may be called at any time either by the board,
the  president,  an  executive  vice  president,  a  senior  vice
president  or  a  majority of the directors in  writing  with  or
without  a  meeting.  Notice of special meetings shall either  be
mailed  by  the secretary to  each director at least  three  days
before the meeting or shall be given personally or telegraphed to
each  director at least one day before the meeting.  Such  notice
shall set forth the time and place of such meeting but need  not,
unless  otherwise  required by law, state  the  purposes  of  the
meeting.

           Section  9.  Quorum and Vote Required for Action.   At
           ----------   -----------------------------------
all  meetings of the board of directors a majority of the  entire
board  shall constitute a quorum for the transaction of business,
and  the  action  of a majority of the directors present  at  any
meeting at which a quorum is present shall be the action  of  the
board of directors unless the concurrence of a greater proportion
is   required  for  such  action  by  statute,  the  articles  of
incorporation or these by-laws.  If at any meeting  a  quorum  is
not  present, a majority of the directors present may adjourn the
meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present.

            Section  10.   Meetings  By  Telephone  Or  By  Other
            -----------    --------------------------------------
Communication Technology.  Meetings of the Board of Directors  or
- ------------------------
committees  thereof  may be conducted by telephone  or  by  other
communication technology in accordance with Section 2-409 of  the
Annotated Code of Maryland, Corporations and Associations (or any
successor statute).


           Section  11.  Committees.  The Board of Directors,  by
           -----------   ----------
the  affirmative  vote  of a majority of the  entire  Board,  may
appoint  certain committees composed of two or more members  (who
need  not  be members of the Board of Directors) and  shall  have
such  powers as may be delegated or authorized by the  resolution
appointing them.  The Board may at any time change the members of
any   such  committee,  fill  vacancies  or  discharge  any  such
committee.   In the absence of any member of any such  committee,
the  members thereof present at any meeting, whether or not  they
constitute a quorum, may appoint a member of the Board to act  in
the  place  of  such  absent member.   A  majority  of  any  such
committee may determine its action and fix the time and place  of
its meetings, unless the Board shall otherwise provide.

           Section 12.  Informal Action.  Any action required  or
           ----------   ---------------
permitted  to  be taken at any meeting of the board of  directors
may  be  taken  without a meeting, if a written consent  to  such
action  is  signed by all members of the board and  such  written
consent  is  filed with the minutes of proceedings of the  board;
except,  however,  where applicable law specifically  requires  a
meeting of the board of directors at which votes are cast by  the
directors in person.


                          ARTICLE III
                     OFFICERS AND EMPLOYEES

           Section  1.   Election  and Qualification.   At  least
           ----------    ---------------------------
annually  at a meeting of the board of directors, there shall  be
elected a president, one or more vice presidents, a secretary and
a treasurer.  The board may also elect one or more executive vice
presidents,  senior vice presidents, assistant  vice  presidents,
assistant  secretaries  and  assistant  treasurers.   No  officer
except  the  president need be a director.  Two or more  offices,
except  those  of president and vice president, or president  and
secretary,  may be held by the same person but no  officer  shall
execute,  acknowledge or verify any instrument in more  than  one
capacity, if such instrument is required by law, the articles  of
incorporation  or these by-laws to be executed,  acknowledged  or
verified  by two or more officers.  Each officer must be eligible
to  serve as an officer of a registered investment company  under
the  Investment Company Act of 1940, as amended.  Nothing  herein
shall preclude the employment of other employees or agents by the
corporation from time to time without action by the board.

           Section 2.  Term, Removal and Vacancies.  The officers
           ---------   ---------------------------
shall  be  elected  to serve terms of one year  and  until  their
successors  are elected and qualify.  Any officer may be  removed
by the board, with or without cause, whenever in its judgment the
best interest of the corporation will be served thereby, but such
removal shall be without prejudice to the contractual rights,  if
any, of the person so removed.  A vacancy in any office shall  be
filled by the board for the unexpired term.

           Section 3.  Bonding.  Each officer and employee of the
           ---------   -------
corporation  who  singly or jointly with  others  has  access  to
securities  or  funds  of  the corporation,  either  directly  or
through  authority to draw upon such funds or to direct generally
the  disposition  of  such  securities shall  be  bonded  against
larceny  and  embezzlement  by  a  reputable  fidelity  insurance
company authorized to do business in Wisconsin.  Each such  bond,
which  may be in the form of an individual bond or a schedule  or
blanket  bond covering all such officers and employees, shall  be
in  such  form and for such amount (determined at least annually)
as  the board of directors shall determine in compliance with the
requirements  of Section 17(g) of the Investment Company  Act  of
1940,  as  amended, and the rules, regulations or orders  of  the
Securities and Exchange Commission thereunder.

           Section  4.   President.  The president shall  be  the
           ----------    ---------
principal executive officer of the corporation.  He shall preside
at  all  meetings of the shareholders and directors, have general
and  active  management of the business of the  corporation,  see
that  all  orders and resolutions of the board of  directors  are
carried  into effect, and execute in the name of the  corporation
all  authorized instruments of the corporation, except where  the
signing  shall be expressly delegated by the board to some  other
officer or agent of the corporation.

       Section   5.   Executive  Vice  Presidents,  Senior   Vice
       -----------    -------------------------------------------

Presidents,  Vice Presidents and Assistant Vice Presidents.   The
- ----------------------------------------------------------
Executive  Vice President, if any, or if there be more than  one,
the  Executive  Vice Presidents in the order  determined  by  the
Board  of Directors, shall, in the absence or disability  of  the
President,  perform the duties and exercise  the  powers  of  the
President,  and shall have such other duties and  powers  as  the
Board  may from time to time prescribe or the President delegate.
The  Senior Vice President, if any, or if there be more than one,
the  Senior Vice Presidents in the order determined by the  Board
of  Directors,  shall,  in  the  absence  or  disability  of  the
President  and the Executive Vice President(s) (if any),  perform
the  duties and exercise the powers of the President,  and  shall
have  such other duties and powers as the Board may from time  to
time prescribe or the President delegate.  The Vice President, if
any,  or  if there be more than one, the Vice Presidents  in  the
order determined by the Board of Directors, shall, in the absence
or  disability of the President, the Executive Vice  President(s)
(if  any) and the Senior Vice President(s) (if any), perform  the
duties  and exercise the powers of the President, and shall  have
such  other duties and powers as the Board may from time to  time
prescribe   or  the  President  delegate.   The  Assistant   Vice
President,  if  any, or if there be more than one, the  Assistant
Vice  Presidents  in  the  order  determined  by  the  Board   of
Directors,  shall, in the absence or disability of the President,
the  Executive  Vice  President(s)  (if  any),  the  Senior  Vice
President(s) (if any), or the Vice President(s) (if any), perform
the  duties and exercise the powers of the President,  and  shall
have  such other duties and powers as the Board may from time  to
time prescribe or the President delegate.

           Section 6.  Secretary and Assistant Secretaries.   The
           ---------   -----------------------------------
secretary shall give notice of, attend and record the minutes  of
meetings  of shareholders and directors, keep the corporate  seal
and,  when  authorized  by  the board,  affix  the  same  to  any
instrument  requiring it, attesting to the same by his signature,
and shall have such further duties and powers as are incident  to
his  office or as the board may from time to time prescribe.  The
assistant  secretary, if any, or if there be more  than  one  the
assistant  secretaries  in the order determined   by  the  board,
shall in the absence or disability of the secretary, perform  the
duties  and exercise the powers of the secretary, and shall  have
such  other duties and powers as the board may from time to  time
prescribe or the secretary delegate.

           Section  7.  Treasurer and Assistant Treasurers.   The
           ----------   ----------------------------------
treasurer shall be the principal financial and accounting officer
of  the corporation.  He shall be responsible for the custody and
supervision of the corporation's books of account and  subsidiary
accounting records, and shall have such further duties and powers
as  are  incident to his office or as the board of directors  may
from time to time prescribe.  The assistant treasurer, if any, or
if  there be more than one the assistant treasurers in the  order
determined  by the board of directors, shall, in the  absence  or
disability of the treasurer, perform the duties and exercise  the
powers  of  the treasurer, and shall have such other  duties  and
powers  as  the  board  may from time to time  prescribe  or  the
treasurer delegate.


                           ARTICLE IV
                 RESTRICTIONS ON COMPENSATION,
                  TRANSACTIONS AND INVESTMENTS

           Section  1.  Salary and Expenses.  Directors, officers
           ----------   -------------------
and  employees  as  such shall not receive any salary  for  their
services  or  reimbursement for expenses  from  the  corporation;
provided that the corporation may pay fees in such amounts and at
such times as the board of directors shall determine to directors
who  are  not affiliated persons of the corporation's  investment
adviser for attendance at meetings of the board of directors.

           Section 2.  Compensation and Profit from Purchases and
           ---------   ------------------------------------------
Sales.   No  affiliated person of the corporation, as defined  in
- -----
the  Investment  Company Act of 1940, as amended,  or  affiliated
person  of  such  person, shall, except as permitted  by  Section
17(e)  of the Investment Company Act of 1940, as amended, or  the
rules,  regulations  or  orders of the Securities  and   Exchange
Commission  thereunder,  (i) acting as  agent,  accept  from  any
source  any compensation for the purchase or sale of any property
or securities to or for the corporation or any controlled company
of  the corporation, as defined in the Investment Company Act  of
1940,  as  amended, or (ii) receive from any source a commission,
fee  or  other remuneration for effecting such transaction.   The
investment  adviser of the corporation shall not profit  directly
or   indirectly  from  sales  of  securities  to  or   from   the
corporation.

           Section 3.  Transactions with Affiliated Persons.   No
           ---------   ------------------------------------
affiliated  person  of  the  corporation,  as  defined   in   the
Investment Company Act of 1940, as amended, or affiliated  person
of  such  person shall knowingly (i) sell any security  or  other
property to the corporation or to any company controlled  by  the
corporation, as defined in the Investment Company Act of 1940, as
amended,  except shares of stock of the corporation or securities
of  which  such  person is the issuer and which  are  part  of  a
general  offering  to the holders of a class of  its  securities,
(ii) purchase from the corporation or any such controlled company
any  security  or  property, other than shares of  stock  of  the
corporation, (iii) acting as principal, effect any transaction in
which  the corporation or controlled company is a joint or  joint
and   several  participant with such person;  provided,  however,
that this section shall not apply to any transaction permitted by
Sections 17(b), (c) or (d) of the Investment Company Act of 1940,
as amended, or the rules, regulations or orders of the Securities
and Exchange Commission thereunder.

           Section 4.  Investment Adviser.  The corporation shall
           ---------   ------------------
employ  only  one investment adviser, which employment  shall  be
pursuant to a written agreement in accordance with Section 15  of
the Investment Company Act of 1940, as amended.

            Section  5.   Ownership  of  Stock  by  Officers  and
            ----------    ---------------------------------------
Directors.   No  officer or director shall take a long  or  short
- ---------
position in the stock of the corporation, provided, however, that
officers  or directors may purchase stock of the corporation  for
investment  purposes at the same price as that available  to  the
public  at  the  time  of  purchase, or in  connection  with  the
original capitalization of the corporation.

           Section  6.   Portfolio Transactions.  The corporation
           ----------    ----------------------
shall not purchase, acquire or retain:

                     (a)  any security of an issuer, any of whose
          officers  or  directors  is  an  officer,  director  or
          investment  adviser  of the corporation  or  affiliated
          person  as  defined in the Investment  Company  Act  of
          1940, as amended, of such investment adviser;

                     (b)   any security issued by or any interest
          in  the  business  of an investment company,  insurance
          company,  broker,  dealer,  underwriter  or  investment
          adviser, except as permitted under Sections 12(d),  (e)
          and  (g)  of  the Investment Company Act  of  1940,  as
          amended,  or  the rules, regulations or orders  of  the
          Securities and Exchange Commission thereunder;

                     (c) voting securities of another issuer, the
          acquisition  or  retention of  which  would  result  in
          circular  or  cross-ownership, as  defined  in  Section
          20(c)  of  the  Investment  Company  Act  of  1940,  as
          amended, or

                     (d) during the existence of any underwriting  
          or selling syndicate, any security, except stock of the
          corporation,  a principal underwriter of  which  is  an
          officer,  director, investment adviser or  employee  of
          the  corporation, or is a person (other than a  company
          of  the character described in Sections 12(d)(3)(A) and
          (B) of the Investment Company Act of 1940, as amended),
          of which any such officer, director, investment adviser
          or  employee is an affiliated person, as defined in the
          Act,  unless in acquiring such security the corporation
          is  itself  acting as a principal underwriter  for  the
          issue,   except   as   the  Securities   and   Exchange
          Commission,  by  rules,  regulations  or  order   shall
          permit.

          Section 7.  General Business and Investment Activities.
          ---------   ------------------------------------------
The corporation shall not:

           (a) purchase any security on margin, except such short
term credits as are necessary for the clearance of transactions;

           (b)  participate on a joint or joint and several basis
in any trading account in securities;

           (c)  effect a short sale of any security;

           (d)  act as an underwriter in the distribution of  any
security other than stock of the corporation;

           (e)   make loans to other persons, except for (i)  the
purchase  of  a portion of an issue of publicly distributed  debt
securities;  (ii) the purchase of debt securities issued  by  the
U.S. Treasury or by other federal agencies, instrumentalities  or
corporations with a simultaneous resale of such securities to the
vendor for later delivery, in an amount not to exceed 20% of  the
total  net  assets,  taken  at market, of  the  corporation;  and
(iii)  the  purchase of a portion of bonds, debentures  or  other
debt  securities  of  types  commonly  distributed  privately  to
financial  institutions, in an amount not to exceed  10%  of  the
total net assets, taken at market, of the corporation;

           (f)  borrow money or issue senior securities except to
the  extent  permitted under Sections 18(f), (g) and (h)  of  the
Investment  Company Act of 1940, as amended,  provided  that  the
amount of money that may be borrowed shall not exceed that  which
would be permitted under the margin requirements of the Board  of
Governors of the Federal Reserve System, in force at the time  of
the  borrowing,  as specified by Regulation T, or  any  amendment
thereto;

           (g)  purchase or sell real estate or interests in real
estate, but the corporation may purchase the securities of a real
estate  investment  trust  or  other real  estate-based  security
listed  on  a  national  securities exchange  or  authorized  for
quotation  on  the  National Association  of  Securities  Dealers
Automated Quotations Systems, provided that not more than 10%  in
value of the corporation's assets will be invested in real estate
investment  trusts  and  not  more  than  25%  in  value  of  the
corporation's assets will be invested in the real estate industry
in the aggregate;

           (h)    deviate   from   its  policy  in   respect   to
concentration of investments in any particular industry or  group
of industries as reported in its registration statement under the
Investment Company Act of 1940, as amended, or deviate  from  any
fundamental   policy  recited  in  such  registration   statement
pursuant  to  Section 8(b)(2) of the Investment  Company  Act  of
1940, as amended;

           (i)   change the nature of its business so as to cease
to be an investment company; or

           (j)  charge any sales load or commission in connection
with  the  issuance  or  sale of any stock  of  the  corporation,
provided  that  the  board of directors may impose  a  redemption
charge in such amount, with such limitations and at such times as
the board of directors in its discretion shall determine, but not
more than 2% of the amount redeemed.


                           ARTICLE V
             STOCK CERTIFICATES AND TRANSFER BOOKS

            Section  1.   Certificates.   Unless  the  board   of
            ----------    ------------
directors  authorizes  the issuance of uncertificated  shares  in
accordance  with Section 3 of this Article V below, upon  written
request to the Corporation, each shareholder shall be entitled to
a  certificate  or certificates, in such form  as  the  board  of
directors  shall  from  time  to time approve,  representing  and
certifying the number of whole shares of stock owned  by  him  in
the  corporation.  Each certificate shall be signed, manually  or
by  facsimile  signature by the president or  a  vice  president,
countersigned, manually or by facsimile signature by  either  the
secretary, an assistant secretary, the treasurer or an  assistant
treasurer,  and  sealed  with  the corporate  seal  or  facsimile
thereof.  In case any officer who has signed any certificate,  or
whose  facsimile  signature appears  thereon,  ceases  to  be  an
officer of the corporation before the certificate is issued,  the
certificate may nevertheless be issued with the same effect as if
the  officer had not ceased to be such officer as of the date  of
its   issue.   Any  certificate  representing  stock   which   is
restricted or limited as to transferability shall have a  summary
of  such  restriction on limitation plainly stated  thereon.   No
certificate  shall be issued for any share of  stock  until  such
share is fully paid.

           Section 2.  Lost Certificates.  The board of directors
           ---------   -----------------
may  direct  a  new certificate or certificates to be  issued  in
place  of  any certificate or certificates theretofore issued  by
the  corporation alleged to have been lost, stolen, destroyed  or
mutilated (or may delegate such authority to one or more officers
of  the corporation) upon the making of an affidavit of that fact
by  the  person  claiming the certificate  to  be  lost,  stolen,
destroyed or mutilated.  The board or such officer may, in its or
his  discretion,  require the owner of such  certificate  or  his
legal  representative to give bond with sufficient surety to  the
corporation to indemnify it against any loss or claim  which  may
arise  or expense which may be incurred by reason of the issuance
of a new certificate.

           Section 3.  Uncertificated Shares.  In accordance with
           ---------   ---------------------
Section 2-210 of the Annotated Code of Maryland, Corporations and
Associations  (or any successor statute), any and all  shares  of
capital  stock  now or hereafter authorized for issuance  may  be
uncertificated shares.

           Section  4.   Stock  Ledger.   The  corporation  shall
           ----------    -------------
maintain at its office in Milwaukee, Wisconsin, or at the  office
of its principal transfer agent, if any, an original or duplicate
stock   ledger  containing  the  names  and  addresses   of   all
shareholders and the number of shares held by each shareholder.

           Section  5.  Registered Shareholders.  The corporation
           ----------   -----------------------
shall  be  entitled to recognize the exclusive right of a  person
registered on its books as such, as the owner of shares  for  all
purposes,  and shall not be bound to recognize any  equitable  or
other  claim  to or interest in such shares on the  part  of  any
other  person,  whether  or not it shall have  express  or  other
notice  thereof, except as otherwise provided by the laws of  the
State of Maryland.

            Section  6.   Transfer  Agent  and  Registrar.    The
            ----------    -------------------------------
corporation  may  maintain  one  or  more  transfer  offices   or
agencies,  each in charge of a transfer agent designated  by  the
board  of directors, where the shares of stock of the corporation
shall be transferable.  The corporation may also maintain one  or
more  registry offices, each in charge of a registrar  designated
by  the  board,  where such shares of stock shall be  registered.
The  same  person  or  entity may be both a  transfer  agent  and
registrar.

           Section 7.  Transfers of Stock.  Upon surrender to the
           ---------   ------------------
corporation or a transfer agent of a certificate for shares  duly
endorsed   or  accompanied  by  proper  evidence  of  succession,
assignment or authority to transfer, it shall be the duty of  the
corporation  to  issue a new certificate to the  person  entitled
thereto  (if  certificates  are to be  issued),  cancel  the  old
certificate and record the transaction upon its books.


           Section  8.   Fixing of Record Dates  and  Closing  of
           ----------    ----------------------------------------
Transfer  Books.  The board of directors may fix, in  advance,  a
- ---------------
date   as   the  record  date  for  the  purpose  of  determining
shareholders entitled to notice of, or to vote at, any meeting of
shareholders, or shareholders entitled to receive payment of  any
dividend  or the allotment of any rights, or in order to  make  a
determination of shareholders for any other proper purpose.  Such
date,  in any case, shall be not more than ninety (90) days,  and
in case of a meeting of shareholders not less than ten (10) days,
prior  to the date on which the particular action requiring  such
determination of shareholders is to be taken.  In lieu of  fixing
a  record  date,  the board may provide that the  stock  transfer
books  shall be closed for a stated period but not to exceed,  in
any  case,  twenty  (20) days.  If the stock transfer  books  are
closed  for  the purpose of determining shareholders entitled  to
vote at a meeting of shareholders, such books shall be closed for
at least ten (10) days immediately preceding such action.


                           ARTICLE VI
                ACCOUNTS, REPORTS AND CUSTODIAN

            Section  1.   Inspection  of  Books.   The  board  of
            ----------    ---------------------
directors  shall  determine from time to time  whether,  and,  if
allowed,  when  and  under what conditions  and  regulations  the
accounts  and  books of the corporation (except such  as  may  by
statute be specifically open to inspection) or any of them, shall
be   open   to  the  inspection  of  the  shareholders  and   the
shareholders'  rights in this respect are and  shall  be  limited
accordingly.

           Section  2.   Reliance on Records.  Each director  and
           ----------    -------------------
officer  shall,  in  the  performance of  his  duties,  be  fully
protected  in  relying in good faith on the books of  account  or
reports  made to the corporation by any of its officials,  by  an
independent public accountant, or by any appraiser selected  with
reasonable  care by the board, and in relying in good faith  upon
other records of the corporation.

           Section  3.  Preparation and Maintenance of  Accounts,
           ----------   -----------------------------------------
Records  and  Statements.   The  president,  an  executive   vice
- ------------------------
president,  a  senior  vice president, a vice  president  or  the
treasurer shall prepare or cause to be prepared annually, a  full
and   correct  statement  of  the  affairs  of  the  corporation,
including a balance sheet or statement of financial condition and
a  financial  statement of operations for  the  preceding  fiscal
year,  which  shall  be submitted at the annual  meeting  of  the
shareholders  (if  there  is  one)  and  filed  within  20   days
thereafter  at  the  principal office of the corporation  in  the
State  of Maryland.  The proper officers of the corporation shall
also  prepare,  maintain and preserve or cause  to  be  prepared,
maintained and preserved the accounts, books and other  documents
required by Section 31 of the Investment Company Act of 1940,  as
amended,  and shall prepare and file or cause to be prepared  and
filed  the  reports  required by Section  30  of  the  Investment
Company Act of 1940, as amended.  No financial statement shall be
filed  with  the Securities and Exchange Commission   unless  any
officer  or  employee  who  prepared  or  participated   in   the
preparation  of  such financial statement has  been  specifically
designated for such purpose by the board of directors.

          Section 4.  Auditors.  No independent public accountant
          ---------   --------
shall  be  retained  or employed by the corporation  to  examine,
certify or report on its financial statements for any fiscal year
unless  such selection (i) shall have been approved by a majority
of  the entire board of directors within 30 days before or  after
the beginning of such fiscal year or before the annual meeting of
shareholders  for such fiscal year;(ii) shall have been  ratified
at  the  next succeeding annual meeting of shareholders, provided
that  any  vacancy occurring between annual meetings due  to  the
death  or  resignation of such accountant may be  filled  by  the
board; and (iii) shall otherwise meet the requirements of Section
32 of the Investment Company Act of 1940.

           Section  5.  Custodian.  All securities, evidences  of
           ----------   ---------
indebtedness  and funds of the corporation shall be entrusted  to
the  custody of one or more custodians or depositaries,  each  of
which  shall be a bank or trust company which is a member of  the
Federal  Reserve  System having capital,  surplus  and  undivided
profits of not less than Two Million ($2,000,000) Dollars, as set
forth in its most recently published report of condition, and the
qualifications prescribed by and pursuant to Sections  17(f)  and
26 of the Investment Company Act of 1940, as amended, employed as
agent or agents of the corporation by the board of directors.

           Section  6.  Agreement with Custodian.  Each custodian
           ----------   ------------------------
shall  be  employed pursuant to a written agreement  which  shall
conform  to  the requirements prescribed by any applicable  rules
and  regulations of the Securities and Exchange Commission  under
the  Investment Company Act of 1940, as amended, and,  except  as
otherwise  provided by such rules and regulations, shall  provide
substantially as follows:

           (a)   The custodian shall keep (i) all cash on deposit
with it or with such other banks in the name of the custodian  as
the  corporation  shall  direct, and (ii)  all  securities  in  a
separate  account, not commingled with other assets, in the  name
of  the custodian, its nominee or the corporation in care of  the
custodian,  or in the custody of the custodian or its  agents  in
street  certificate or bearer form.  The custodian shall  receive
and  collect  the  income  or funds  due  with  respect  to  such
securities.

           (b)  Securities and cash held by the custodian may  be
withdrawn  only  upon  written order  signed  on  behalf  of  the
corporation  by two employees, at least one of whom shall  be  an
officer,  included  within  a  list  of  officers  and  employees
certified  for  such  purpose  by  resolution  of  the  board  of
directors.


           (c)  Securities held by the custodian may be withdrawn
only for the following purposes:

                     (i)   The  sale of such securities  for  the
          account  of  the corporation with delivery and  payment
          therefor in accord with procedures and customs used  by
          the  custodian in the sale of securities for the  trust
          estates of which it is trustee;

                    (ii)   The delivery of securities in exchange
          for or conversion into other securities alone, cash  or
          cash and other securities pursuant to the provisions of
          such  securities  or  a plan of merger,  consolidation,
          reorganization, recapitalization or readjustment of the
          securities of the issuer thereof;

                   (iii)   The surrender of warrants,  rights  or
          similar  securities in the exercise of  such  warrants,
          rights  or  similar  securities  or  the  surrender  of
          interim   receipts   or    temporary   securities   for
          definitive securities;

                    (iv)   The delivery of securities to a lender
          as collateral on borrowing effected by the corporation;
          and

                     (v)   The   delivery  of  securities  as   a
          redemption in kind of or distribution on stock  of  the
          corporation;

provided  that in each case specified in clauses (ii), (iii)  and
(iv)  the  payment, collateral or securities to be  received  are
delivered   to  the  custodian  simultaneously  or  as   promptly
thereafter as possible.

           (d)   Cash held by the custodian may be withdrawn only
for the following purposes:

                     (i)   The   purchase  of  securities  to  be
          retained  by  the custodian with delivery  and  payment
          therefor in accord with procedures and customs used  by
          the  custodian  in the purchase of securities  for  the
          trust estates of which it is trustee;

                    (ii)   The redemption or purchase of stock of
          the corporation;

                   (iii)   The  payment  of  dividends  or  other
          distributions on stock of the corporation;

                    (iv)   The payment of taxes, interest, or the
          investment  adviser's fees incurred in connection  with
          the operation of the corporation;

                     (v)   The  payment  in connection  with  the
          conversion,  exchange or surrender of securities  owned
          by the corporation; or

                    (vi)  The deposit of funds in the name of the
          custodian  in  or with any other bank or trust  company
          designated by the corporation.

           Section  7.  Termination of Custodian Agreement.   Any
           ----------   ----------------------------------
agreement with a custodian shall be terminable on 60 days' notice
in  writing by the board of directors or the custodian  and  upon
any  such termination the custodian shall turn over only  to  the
succeeding  custodian designated by the board  of  directors  all
funds,  securities and property and documents of the  corporation
in its possession.

            Section  8.   Checks  and  Requisitions.   Except  as
            ----------    -------------------------
otherwise  authorized by the board of directors, all  checks  and
drafts  for the payment of money shall be signed in the  name  of
the  corporation by a custodian, and all requisitions  or  orders
for  the  payment  of money by a custodian or for  the  issue  of
checks   and   drafts   therefor,  all  promissory   notes,   all
assignments, or stock or securities standing in the name  of  the
corporation, and all requisitions or orders for the assignment of
stock  or securities standing in the name of a custodian  or  its
nominee,  or  for the execution of powers to transfer  the  same,
shall  be signed in the name of the corporation by not less  than
two  persons  (who shall be among those persons,  designated  for
this  purpose  by the board of directors) at least one  of  which
shall  be an officer.  Promissory notes, checks or drafts payable
to  the  corporation  may be endorsed only  to  the  order  of  a
custodian or its nominee or the treasurer or president or by such
other  person  or persons as shall be thereto authorized  by  the
board of directors.


                          ARTICLE VII
                       GENERAL PROVISIONS

           Section  1.   Offices.  The principal  office  of  the
           ----------    -------
corporation  in  the State or Maryland shall be in  the  City  of
Baltimore.   The corporation may also have offices at such  other
places  within and without the State of Maryland as the board  of
directors  may from time to time determine.  Except as  otherwise
required by statute, the books and records of the corporation may
be kept outside the State of Maryland.

           Section  2.   Seal.   The corporate  seal  shall  have
           ----------    ----
inscribed  thereon  the name of the corporation,  and  the  words
"Corporate Seal" and "Maryland."  The seal may be used by causing
it or a facsimile thereof to be impressed, affixed, reproduced or
otherwise.

           Section  3.   Fiscal  Year.  The fiscal  year  of  the
           ----------    ------------
corporation shall be fixed by the board of directors.

           Section 4.  Notice and Waiver of Notice.  Whenever any
           ---------   ---------------------------
notice  of  the  time,  place  or  purpose  of  any  meeting   of
shareholders  or  directors is required to  be  given  under  the
statute, the articles of incorporation or these by-laws, a waiver
thereof  in writing, signed by the person or persons entitled  to
such  notice  and  filed with the records of the meeting,  either
before or after the holding thereof, or actual attendance at  the
meeting  of shareholders in person or by proxy or at the  meeting
of  directors in person, shall be deemed equivalent to the giving
of  such notice to such persons.  No notice need be given to  any
person with whom communication is made unlawful by any law of the
United  States or any rule, regulation, proclamation or executive
order issued under any such law.

           Section 5.  Voting of Stock.  Unless otherwise ordered
           ---------   ---------------
by  the board of directors, or unless otherwise delegated to  the
investment  adviser  in  an investment  advisory  agreement,  the
president shall have full power and authority, in the name and on
behalf  of  the corporation, (i) to attend, act and vote  at  any
meeting  of  shareholders of any company in which the corporation
may own shares of stock of record, beneficially (as the proxy  or
attorney-in-fact  of  the  record  holder)  or  of   record   and
beneficially,  and (ii) to give voting directions to  the  record
shareholder  of any such stock beneficially owned.  At  any  such
meeting, he shall possess and may exercise any and all rights and
powers incident to the ownership of such shares and which, as the
holder  or beneficial owner and proxy of the holder thereof,  the
corporation might possess and exercise if personally present, and
may  exercise  such power and authority through the execution  of
proxies  or  may delegate such power and authority to  any  other
officer, agent or employee of the corporation.

           Section 6. Dividends.  Dividends upon the stock of the
           ---------  ---------
corporation,  subject  to  the  provisions  of  the  articles  of
incorporation, if any, may be declared by the board of  directors
at  any  regular  or   special meeting, or by  unanimous  written
consent,  all  pursuant  to law.  The  source  of  each  dividend
payment  shall  be disclosed to the shareholders  receiving  such
dividend,  to  the extent required by the laws of  the  State  of
Maryland and by Section 19 of the Investment Company Act of 1940,
as  amended, and the rules and regulations of the Securities  and
Exchange  Commission thereunder.  Before payment of any dividend,
there  may  be  set  aside out of any funds  of  the  corporation
available  for  dividends such sum or sums as the directors  from
time  to time, in their absolute  discretion, think proper  as  a
reserve  fund to meet contingencies, or for equalizing dividends,
or  for repairing or maintaining any property of the corporation,
or  for such other purpose as the directors shall think conducive
to the interests of the corporation, and the directors may modify
or  abolish  any  such  reserve in the manner  in  which  it  was
created.
          
          Section 7.  Indemnification.  Any person who is serving
          ---------   ---------------
or  has served as a director or officer of the corporation or, at
its  request, as a director or officer of another corporation  in
which  it  owns  stock  or of which it is a  creditor,  shall  be
indemnified  by  the  corporation  against  expenses   (including
judgments,  amounts paid in settlement and fees and  expenses  of
counsel and experts) actually and necessarily incurred by him  in
connection with the defense of any action, suit or proceeding  in
which  he  is  made a party, or from any claim with which  he  is
threatened  by reason of his being or having been a  director  or
officer of the corporation or any such other corporation (whether
or  not he continues to be a director or officer at the time such
expense is incurred by him), except in relation to matters as  to
which  such  person has been adjudged liable because  of  willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office.  In the absence
of  an  adjudication which expressly absolves  such  person  from
liability  to  the  corporation or its stockholders  for  willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office, indemnification
shall be conditioned upon the prior determination by a resolution
of  two-thirds of those members of the board of directors of  the
corporation who are not involved in the action, suit,  proceeding
or  claim  and  who are not interested directors  as  defined  in
Section  2(a)(19)  of  the Investment Company  Act  of  1940,  as
amended (or, if a majority of such members are so involved,  upon
the  prior  written  opinion of independent counsel),  that  such
person  has  no  liability by reason of willful misfeasance,  bad
faith,  gross  negligence  or reckless disregard  of  the  duties
involved  in  the  conduct  of  his  office.   Amounts  paid   in
settlement shall not exceed costs, fees and expenses which  would
have  been  reasonably incurred if the action, suit or proceeding
had  been litigated to a conclusion.  Such a determination by the
board  of  directors, or by independent counsel, and the payments
of  amounts  by  the corporation on the basis thereof  shall  not
prevent  a  stockholder from challenging such indemnification  by
appropriate  legal  proceedings on the grounds  that  the  person
indemnified was liable to the corporation or its security holders
by  reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct  of  his
office.   In  the  event of such person's  death,  the  right  to
indemnification  shall extend to his legal  representative.   The
corporation may advance attorneys fees or other expenses incurred
by   its  directors,  officers,  investment   adviser,  agent  or
employee in defending a proceeding, upon the undertaking by or on
behalf  of the person to be indemnified ("indemnitee")  to  repay
the  advance  unless  it  is ultimately  determined  that  he  is
entitled   to  indemnification,  so  long  as  the   advance   is
conditioned  on  one of the following:  (1) the indemnitee  shall
provide a security for his undertaking; (2) the corporation shall
be  insured  against  losses arising  by  reason  of  any  lawful
advances;  or  (3)  a majority of a quorum of  the  disinterested
non-party  directors of the corporation, or an independent  legal
counsel in a written opinion, shall determine, based on a  review
of  readily available facts, that there is reason to believe that
the   indemnitee   ultimately   will   be   found   entitled   to
indemnification.   The foregoing rights of indemnification  shall
be  exclusive  of  any  other rights to which  the  officers  and
directors may be entitled according to law.

           Section 8.  Amendments.  The board of directors  shall
           ---------   ----------
have  the power to alter or repeal any by-laws of the corporation
and to make new by-laws, except that the board shall not alter or
repeal any by-law made by the shareholders and shall not alter or
repeal  Section 3 of Article III,  Sections 2,  3,  6  and  7  of
Article  IV,  Sections 3 through 8 of Article VI and  Sections  6
through 8 of Article VII.  The shareholders shall have the  power
at  any  meeting, if notice thereof be included in the notice  of
such  meeting, to alter or repeal any by-laws of the  corporation
and to make new by-laws.


























                              
                 INVESTMENT ADVISORY AGREEMENT


           AGREEMENT  made as of the 26th day of  January,  1987,
between  NICHOLAS  LIMITED EDITION, INC., a Maryland  corporation
(the "Fund"), and NICHOLAS COMPANY, INC., a Wisconsin corporation
(the "Adviser"):

           (1)  The Fund hereby employs the Adviser to manage the
investment  and reinvestment of the assets of the  Fund  for  the
period and on the terms set forth in this Agreement.  The Adviser
hereby  accepts  such  employment  for  the  compensation  herein
provided  and agrees, during such period, to render the  services
and to assume the obligations herein set forth.

           (2)   The  Adviser shall, for all purposes herein,  be
deemed   to  be  an  independent  contractor  and  shall,  unless
otherwise expressly provided or authorized, have no authority  to
act  for or represent the Fund in any way or otherwise be  deemed
an  agent  of  the  Fund.   However, one  or  more  shareholders,
officers,  directors  or employees of the Adviser  may  serve  as
directors  and/or officers of the Fund, but without  compensation
or  reimbursement of expenses for such services  from  the  Fund.
Nothing  herein contained shall be deemed to require the Fund  to
take any action contrary to its Articles of Incorporation or  any
applicable  statute or regulation, or to relieve or  deprive  the
board  of  directors  of the Fund of its responsibility  for  and
control of the affairs of the Fund.

       (3)    The  Adviser,  at  its  own  expense  and   without
reimbursement  from the Fund, shall furnish office space,  office
facilities,  and executive officers and executive expenses  (such
as  health  insurance premiums) for managing the  assets  of  the
Fund.   The  Adviser  shall also bear all sales  and  promotional
expenses   of  the  Fund,  including  the  cost  of  prospectuses
delivered  to  prospective investors other  than  those  sent  to
existing   shareholders  and  those  who  have  made  unsolicited
requests for information from the Fund.  The Fund shall bear  the
expenses  incurred in complying with laws regulating  the  offer,
issuance  or  sale  of securities.  Fees paid for  attendance  at
meetings  of  the Fund's board of directors to directors  of  the
Fund who are not interested persons of the Adviser, as defined in
the  Investment Company Act of 1940, as amended, or  officers  or
employees  of  the Fund, shall be borne by the  Fund.   The  Fund
shall  bear  all  other  expenses of  its  operations,  or  shall
reimburse the Adviser for such other expenses initially  incurred
by  it,  provided  that the total expenses  borne  by  the  Fund,
including the Adviser's fee but excluding all Federal, state  and
local  taxes, interest, and brokerage charges, shall not  in  any
year  exceed  that percentage of average net asset value  of  the
Fund  for such year, as determined by appraisals made as  of  the
closing  of  each  business day, which is  the  most  restrictive
percentage  provided by the state laws of the various  states  in
which  the  Fund's  common  stock is  qualified  for  sale.   The
expenses  of  the Fund's operation borne by the Fund include,  by
way  of  illustration and not limitation, the costs of  preparing
and  printing  its  Registration Statements  required  under  the
Securities  Act of 1933 and the Investment Company  Act  of  1940
(and  amendments thereto), the expenses of registering its shares
with  the  Securities and Exchange Commission and in the  various
states, the cost of prospectuses, the cost of stock certificates,
reports to shareholders, interest charges, taxes, legal expenses,
noninterested  directors' fees, salaries  of  administrative  and
clerical  personnel, association membership  dues,  auditing  and
accounting  services, fees and expenses of the custodian  of  the
Fund's   assets,  postage,  charges  and  expenses  of   dividend
disbursing agents, registrars and stock transfer agents, the cost
of  keeping  all necessary shareholder records and accounts,  and
any other costs related to the aforementioned items.

           The  Fund shall monitor its expense ratio on a regular
basis.  At such times as it appears that the expenses of the Fund
will  exceed the expense limitation established herein, the  Fund
shall  create  an  account receivable from the  Adviser  for  the
amount  of  such excess.  The Adviser is deemed indebted  to  the
Fund  as of the last day of the Fund's fiscal year and shall  pay
to the Fund the amount shown on such account receivable not later
than  the  last day of the first month following the end  of  the
Fund's fiscal year.

           (4)   For the services to be rendered and the  charges
and  expenses  to be assumed by the Adviser hereunder,  the  Fund
shall  pay to the Adviser an annual fee, paid monthly,  based  on
the  average  net  asset  value of the  Fund,  as  determined  by
appraisals  made  as  of the close of each business  day  of  the
month.   The annual fee shall be .75% (1/16th of 1% on a  monthly
basis)  of  such  net asset value.  The Adviser must  offset  any
excess  expenses owed under the expense limitation  contained  in
paragraph 3 herein against the minimum fee owed to it by the Fund
at each contract payment date.  Such fee shall be prorated in any
month  in  which this Agreement is not in effect for  the  entire
month.

           (5)   The Adviser shall not take, and shall not permit
any  of  its  shareholders, officers, directors, or employees  to
take  a  long or short position in the shares of the Fund, except
for the purchase of shares of the Fund for investment purposes at
the  same  price as that available to the public at the  time  of
purchase,  or  in connection with the original capitalization  of
the Fund.

           (6)  The services of the Adviser to the Fund hereunder
are  not to be deemed exclusive and the Adviser shall be free  to
furnish  similar  services to others  so  long  as  the  services
hereunder  are  not impaired thereby.  Although the  Adviser  has
permitted  and is permitting the Fund to use the name "Nicholas",
it  is  understood and agreed that the Adviser reserves the right
to use and permit other persons, firms or corporations, including
investment companies, to use such name.

           (7)   This  Agreement may not be amended  without  the
approval  of  the  board of directors of the  Fund,  including  a
majority  of the disinterested directors, in the manner  required
by  the  Investment Company Act of 1940, and by  the  vote  of  a
majority  of  the outstanding voting securities of the  Fund,  as
defined in the Investment Company Act of 1940.

           (8)   This  Agreement may be terminated at  any  time,
without payment of any penalty, by the board of directors of  the
Fund  or  by  a  vote  of the majority of the outstanding  voting
securities of the Fund, as defined in the Investment Company  Act
of  1940,  upon  giving sixty (60) days' written  notice  to  the
Adviser.  This Agreement may be terminated by the Adviser at  any
time  upon the giving of sixty (60) days' written notice  to  the
Fund.   This Agreement shall terminate automatically in the event
of   its  assignment  (as  defined  in  Section  2(a)(4)  of  the
Investment   Company   Act  of  1940).    Until   terminated   as
hereinbefore provided, this Agreement shall continue in effect so
long as such continuance is specifically approved annually by (i)
the board of directors of the Fund or by a vote of a majority  of
the  outstanding voting securities of the Fund, as defined in the
Investment  Company Act of 1940, and (ii) the board of  directors
of  the Fund in the manner required by the Investment Company Act
of  1940,  provided that such approval may be made effective  not
more than sixty (60) days thereafter.

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


NICHOLAS LIMITED EDITION, INC.          NICHOLAS COMPANY, INC.



By /s/ Albert O. Nicholas               By /s/ Albert O. Nicholas
   ----------------------------            --------------------------
   Albert O. Nicholas,                     Albert O. Nicholas,
     President                               President


Attest:                                 Attest:


/s/ Thomas J. Saeger                    /s/ Thomas J. Saeger
- -------------------------------         -----------------------------
Thomas   J.  Saeger,  Secretary         Thomas  J.   Saeger,
                                        Assistant Secretary

                              NICHOLAS INCOME FUND, INC.



                              By  /s/   Albert   O.   Nicholas
                                 ------------------------------------
                                  Albert O. Nicholas, President


                              NICHOLAS COMPANY, INC.


                              By  /s/   Albert   O.   Nicholas
                                 ------------------------------------ 
                                  Albert O. Nicholas, President





                            NICHOLAS
                         FAMILY OF FUNDS




                                
                                
                                
                                
                             [LOGO]
                                
                                
                                

                  INDIVIDUAL RETIREMENT ACCOUNT
                      DISCLOSURE STATEMENT


                           TRADITIONAL



                              ROTH

                           EDUCATIONAL


                        TABLE OF CONTENTS

                                                             Page

General Information                                            3
     Initial Investment Minimums                               3
     Firstar Trust Company Custodial Fees                      3
     Instructions for Establishing an IRA                      3
          Opening an IRA                                       3
          Transferring an IRA                                  4
          Conversion of Traditional IRA a Roth IRA             4
     Where to Obtain Assistance on Your Nicholas IRA           4
     Disclosure Statement                                      5

Terms and Definitions                                          5

Questions and Answers                                          7
     General IRA Information                                   7
     Traditional IRA                                           9
     Roth IRA                                                 14
     Education IRA                                            17

Individual Retirement Account Custodial Agreements (5305 Series)
     5305-A, Traditional IRA                                  19
     5305-RA, Roth IRA                                        21
     5305-EA, Education IRA                                   23

NICHOLAS FAMILY OF FUNDS
GENERAL INFORMATION

Welcome to the Nicholas Family of Funds.  Please take some time
to review this Individual Retirement Account (IRA) Disclosure
Statement as well as the fund prospectus(es) you are considering
investment in.  The following information in this General
Information section will help you by outlining investment options
and minimums, identifying fees associated with IRA accounts,
providing instructions for establishing your IRA account, and
identifying where you can receive assistance on your Nicholas
account.

The Taxpayer Relief Act of 1997 brings many changes beginning in
1998 to the Traditional IRA as well as the introduction of two
new products: the Roth IRA and the Education IRA.  These changes
extend the opportunity for tax-deferred, and in some instances
tax-exempt, savings through the use of IRA accounts.

The remainder of this Disclosure Statement is divided into
sections to provide easier access to the information pertaining
specifically to the type of IRA account you are considering
investment in.  Please refer to the table of contents for faster
location of information pertinent to your situation.  We hope
that this Disclosure Statement is a useful tool for your IRA
decision making process.  Thank you for considering investing in
the Nicholas Family of Funds.

INITIAL INVESTMENT MINIMUMS:
Nicholas Fund   -   $500               Nicholas Equity Income Fund - $2,000
Nicholas II Fund   -   $500            Nicholas Income Fund -   $500
Nicholas Limited Edition* - $2,000     Nicholas Money Market Fund - $2,000

*NICHOLAS LIMITED EDITION HAS A LIMITED NUMBER OF SHARES FOR SALE
AND MAY NOT BE AVAILABLE AT THIS TIME.  PLEASE CONTACT THE
NICHOLAS FAMILY OF FUNDS REGARDING THE AVAILABILITY OF NICHOLAS
LIMITED EDITION.

FIRSTAR TRUST COMPANY CUSTODIAL FEES:

(a)  Annual maintenance fee; Traditional and Roth IRA  -  $12.50
per account
          (There is a cap of $25.00 for two or more accounts
under one social security or taxpayer identification number.  Education IRA
accounts are not included in this cap. The $25.00 will be divided equally
between all IRA accounts.)

      Annual maintenance fee for Education IRA - $5.00 per account

     THE ANNUAL MAINTENANCE FEE WILL BE DEDUCTED FROM YOUR
     ACCOUNT ANNUALLY, UNLESS IT IS PAID BY SEPTEMBER 15TH.
     ACCOUNTS CLOSED PRIOR TO THAT WILL BE ASSESSED THE ANNUAL
     MAINTENANCE FEE UPON REDEMPTION.
     
(b)  Transfer to a successor trustee-$15.00.

(c)  Distribution to a participant-$15.00. (Excluding Systematic
     Withdrawal Plan distributions)

(d)  Refund of excess contribution-$15.00.
     The charge for refunding excess contributions will be
     deducted from your account at the time of the refund.

(e)  Any outgoing wire transfer-$12.00.

Enough fund shares will be redeemed  to cover these fees. These
fees will apply regardless of the size of your account. The fees
are subject to change.

INSTRUCTIONS FOR ESTABLISHING AN IRA

OPENING AN IRA:
1)   Please read the prospectus for the fund you are interested
     in. If you do not have the applicable investment kit which
     contains the prospectus, contact Nicholas Family of Funds. This
     material contains more complete information regarding charges and
     expenses.

2)   Fill in the information required on the IRA Custodial
     Account Application - Form A (A through F) for Traditional and
     Roth IRA accounts, and on the IRA Custodial Account Application -
     Form B (A through G) for Education IRA accounts.

3)   Please make your check payable to the fund you are investing
     in.  If you are investing in more than one fund, one check made
     payable to Nicholas Family of Funds is appropriate.

4)   Direct Rollover contributions (for use with Traditional IRA
     accounts only) from an employer plan or tax-sheltered annuity
     should be made payable to:
          Firstar Trust Company, Custodian
          Nicholas Family of Funds IRA
          FBO (your name)
5)   Send the completed application along with your check in the
     envelope provided to:
          Firstar Trust Company
          Corporate Trust Department-IRA
          P.O. Box 2944
          Milwaukee, WI  53201-2944
A confirmation verifying your IRA investment will be mailed to
you within a week to 10 days after receipt of your deposit.

NOTE: If a fund has not been selected on the application or is
not indicated on the check, the investment will be made in the
Nicholas Money Market Fund.

TRANSFERRING AN IRA:

Use the transfer form (Form C) enclosed to transfer an existing
IRA from a current custodian or trustee to the Nicholas Family of
Funds. Be sure to fill in all of the information required. Return
the form, intact, with the IRA Custodial Account Application, and
we will handle the transfer for you. If the current custodian
sends you a check for the money in your account, forward a check
to the Firstar Trust Company within 60 days to avoid any tax
liability (please see "rollover" in the terms and definitions).
This last type of transaction is permitted only once every 12
months. PLEASE NOTE THAT MOST CUSTODIANS WILL REQUIRE THAT YOUR
SIGNATURE BE GUARANTEED BY A COMMERCIAL BANK, A MEMBER OF THE NEW
YORK STOCK EXCHANGE OR A SAVINGS AND LOAN ASSOCIATION.

TRANSFERS CAN ONLY BE MADE BETWEEN LIKE IRA ACCOUNTS; TRADITIONAL
IRA TO TRADITIONAL IRA, ROTH IRA TO ROTH IRA, OR EDUCATION IRA TO
EDUCATION IRA.

CONVERSION OF TRADITIONAL IRA TO ROTH IRA:

1)   Please read the Question and Answer section pertaining to
     Roth IRA accounts.
2)   Complete Form D - Conversion of Traditional IRA to Roth IRA
3)   Complete Form A - IRA Custodial Account Application  for
     Traditional or Roth IRA Account.

It is not necessary to return the Form 5305-RA.

4)   Send completed Form A and Form D to:
       Firstar Trust Company
       Corporate Trust Department-IRA
       P.O. Box 2944
       Milwaukee, WI  53201-2944


A confirmation verifying your IRA investment will be mailed to
you within a week to 10 days after the conversion is complete.

NOTE:  The conversion Roth will be established in the same fund
the Traditional IRA is invested in unless otherwise noted on the
conversion form (Form D) and the IRA application (Form A).

WHERE TO OBTAIN ASSISTANCE ON YOUR NICHOLAS IRA ACCOUNT

ACCOUNT QUESTIONS AND TRANSACTIONS:

Questions regarding your IRA account transactions should be
directed TO FIRSTAR TRUST COMPANY AT (800)544-6547 OR
(414)276-0535.  As the Custodian of Nicholas Family of Funds IRA
accounts, Firstar can answer questions regarding purchases,
redemptions, and compliance issues.  Representatives are
available Monday through Friday between 8:00 a.m. and 7:00 p.m.,
Central time to speak with investors.  Account holders may access
their account information through our Voice Response Unit 24
hours a day by receiving computerized updates.

INVESTMENT OPTIONS AND PORTFOLIO QUESTIONS:

Questions regarding the Fund objectives, performance, or
management should be directed to NICHOLAS FAMILY OF FUNDS AT
(800)227-5987 OR (414)272-6133.  Our registered representatives
are available to assist you personally between 8:15 a.m. and 4:30
p.m., Central time.  After regular business hours, investors may
leave a message on our answering machine to receive additional
information or to have a representative return their call the
following business day.



INDIVIDUAL RETIREMENT ACCOUNT
DISCLOSURE STATEMENT

The Internal Revenue Service requires that you be given a
Disclosure Statement for the purpose of understanding individual
retirement accounts. The following Question/Answer Series is part
of our Disclosure Statement. Please read this section, the
Custodial Agreement (Forms 5305-A, 5305-RA, and 5305-EA) and the
appropriate Prospectus very carefully before deciding to invest.

You may revoke your IRA within seven days from the date the
individual retirement account is established. Upon revocation you
will receive the entire amount of consideration paid for your
account without adjustment for losses, gains or administrative
expenses. You may revoke your IRA by mailing or delivering a
written notice to the address listed below. A mailed notice,
properly addressed with first class postage prepaid, is deemed
mailed on the date of its postmark, certification or
registration.

Firstar Trust Company, Custodian
Nicholas Family of Funds, IRA
P.O. Box 2944
Milwaukee, Wisconsin 53201-2944

If you need further assistance in answering questions pertaining
to the Nicholas Family of Funds IRA, please call us at (414)
272-6133, or (800) 227-5987 or write to:

Nicholas Family of Funds
Individual Retirement Accounts
700 N. Water St., Suite 1010
Milwaukee, Wisconsin 53202

We recommend that you consult your lawyer, accountant or personal
tax adviser regarding questions on tax and legal implications.

TERMS AND DEFINITIONS

ACTIVE PARTICIPANT - An employee who is eligible to participate
in, actually participates in, or receives a contribution in
(including forfeitures) an employer-sponsored retirement plan.

BENEFICIARY - The individual(s) identified to receive your IRA
proceeds in the event of your death.  Special rules apply to the
Education IRA; please read the 5305-EA and related materials
closely.

COMPENSATION INCOME - Income reported to you by an employer on
Form W-2 or on Schedule C for self-employed individuals.

CONDUIT IRA - This is an IRA account established as a "holding
account" for proceeds from a previous employer's retirement plan.
You may roll over those assets into another qualified employer's
plan only if they are made up of the funds received from the
first employer's plan (plus earnings), and you did not commingle
regular contributions or funds from other sources with them.

CONTRIBUTION - The annual dollar amount deposited to an IRA
account for a specific calendar year.  Contribution limits vary
depending on individual circumstances.  Please review the
Question and Answer section of the IRA type you are considering
for a more detailed discussion.

CUSTODIAN - A bank, federally insured credit union, savings &
loan association, or other person found acceptable by the
Secretary of the Treasury.  Firstar Trust Company acts as
Custodian on Nicholas Family of Funds IRA accounts.

DIRECT ROLLOVER - A direct rollover to a Traditional IRA is
payment of a distribution from an employer-sponsored plan to the
IRA custodian instead of to you. You are entitled to have all or
part of an eligible rollover distribution made after 1992 from a
qualified plan or tax-sheltered annuity paid as a direct
rollover.

DISTRIBUTION - Any money or property you receive due to a
withdrawal or "pay out" from your IRA account or annuity is a
distribution.  Generally, distributions are to be included in
your gross income in the year you receive them.  Exceptions to
the general rule are rollovers made within the 60 day limitation
period and tax-free withdrawals of excess contributions.  If you
made nondeductible contributions for tax years after 1986, a
portion of each distribution will be tax-free, up to the total
amount of nondeductible contributions you made.

EARNED INCOME - Income earned by providing a service to another
individual or entity.  This does not include investment income
(such as dividends and capital gains).  Earned income does
include income from royalties, commissions, and taxable alimony.

EDUCATION IRA - An Education IRA is a specialized savings vehicle
to be used for post-secondary education expenses incurred by the
designated beneficiary of the account.  Contributions do not
receive a current deduction and are made to an IRA maintained on
behalf of a designated beneficiary.  However, if amounts are used
for certain educational purposes, neither the contributor nor the
beneficiary of the IRA are taxed upon distribution.

EXCESS CONTRIBUTION - The amount you contribute to your IRA
(other than rollover contributions and transfers) that is greater
than the allowable contribution limits outlined in the specific
IRA Question and Answer section. Contributions that exceed the
allowable maximum for federal income tax purposes are treated as
excess contributions.  A nondeductible penalty tax of 6% of the
excess amount contributed will be added to your income tax for
each year in which the excess contribution remains in your
account.  Firstar Trust Company, as Custodian, charges a $15.00
fee to refund any excess amounts.

IRA - "IRA" stands for Individual Retirement Arrangement.  In
general, an IRA is a savings program that lets you set money
aside for future retirement (except with the Education IRA).
Please refer to the Question and Answer section on the type of
IRA you are considering establishing to determine the
deductibility of contributions and the taxation of future
distributions.

MAINTENANCE FEE - The annual fee assessed by the Custodian to
offset expenses related to maintaining IRA accounts within IRS
limitations.

PASSIVE INCOME - Income which is not earned, such as investment
income from dividends and capital gains.

PREMATURE DISTRIBUTION - Any distribution from your IRA made
prior to the minimum standards established by the IRS.  Different
terms govern the different IRA accounts available.   Please refer
to the Question and Answer section for the type of account you
are considering for more specific terms.

REQUIRED MINIMUM DISTRIBUTION - Distributions from a Traditional
IRA must begin by April 1 in the year following the year an IRA
owner attains 70 1/2.  Roth IRAs do not require a minimum
distribution.

ROLLOVER - A rollover is the deposit of cash, stock, etc. from
one retirement program into another tax-free where by the IRA
OWNER RECEIVES A CHECK from the resigning custodian, and upon
receipt of the check has 60 days to deposit the proceeds into
another custodial account.  Only one rollover is permitted per
IRA account in any twelve month period.

ROTH IRA - A Roth IRA is a new IRA product available beginning
with contributions made for tax year 1998. Amounts contributed to
your IRA are taxed at the time of contribution, but distributions
from the IRA may not be subject to tax if you have held the IRA
for certain minimum periods of time (generally, until age 59 1/2
but in some cases longer).

SPOUSAL IRA - An IRA account for a spouse without earned income.
Contribution limits and deductibility of contributions will vary
depending on the situation.  Please refer to the Question and
Answer section for the account type you are considering.

TOTAL RETURN - This is the increase (or decrease) in the Fund's
share price, plus the reinvestment of all dividends and capital
gains, over a specific period of time.  Total return is a measure
of actual past performance and can be used as an indicator of the
future potential growth of a fund, but it is in no way a
guarantee of future performance.

TRADITIONAL IRA  -   A Traditional IRA is a specialized IRA
account where amounts contributed to the IRA may be tax
deductible at the time of contribution. Distributions from the
IRA will be taxed at distribution except to the extent that the
distribution represents a return of your own contributions for
which you did not claim (or where not eligible to claim) a
deduction.


TRANSFER - This is THE MOVEMENT OF IRA PROCEEDS DIRECTLY FROM ONE
CUSTODIAN TO ANOTHER with the funds never coming under your
direct control.  The IRS allows transfers as often as the IRA
owner desires; however, the fund you are considering may impose
restrictions.  Transfers are accomplished with written
instructions, using a Transfer Form provided by the receiving
custodian.

1099-R - The government form used to report distributions (all
except transfers between custodians) from your IRA account.  A
copy is sent to you and to the IRS in January following the year
of distribution.

5498 - The government form used to report annual contributions
and rollovers (but not transfers) as well as the year-end market
value of your IRA account for each calendar year.  Copies are
sent to you and to the IRS in May of the following year.

QUESTION AND ANSWERS
GENERAL IRA ACCOUNT INFORMATION

1) HOW WILL MY ACCOUNT BE INVESTED?
  
  Contributions made to an IRA will be invested, at your
election, in one or more of the regulated investment companies
for which Nicholas Company, Inc. serves as Investment Advisor or
any other regulated investment company designated by Nicholas
Company, Inc. No part of the IRA may be invested in life
insurance contracts; further, the assets of the IRA may not be
commingled with other property.
  
  Information about the shares of each mutual fund available for
investment by your IRA must be furnished to you in the form of a
prospectus governed by rules of the Securities and Exchange
Commission. Please refer to the prospectus for detailed
information concerning your mutual fund. You may obtain further
information concerning IRAs from any District Office of the
Internal Revenue Service.

2) WHAT IS THE RATE OF RETURN ON MY NICHOLAS IRA CONTRIBUTION?
  
  The rate of return on your investment depends on the increase
or decrease of the fund share price in relation to your purchase
price, plus a reinvestment of all distributions.  Growth in the
value of your account is in no way guaranteed by the fund you
choose, Nicholas Company, or the Custodian. Market risks are
inherent in any investment and there can be no assurance against
possible loss in the value of any of the fund's portfolios.
Future earnings on your contributions cannot be projected because
of the fluctuations in the value of the funds.

3) MAY I TRANSFER MY BALANCE BETWEEN THE FUNDS MANAGED BY
NICHOLAS COMPANY?
  
  Yes.  Please review the final article of each Individual
Retirement Account Custodial Agreement (5305 series) for specific
rules. Exchanges made between Nicholas funds are considered
transfers for tax purposes and are not limited by the IRS as to
frequency.  However, Fund policy may limit frequency of
transactions.  Please review your Fund prospectus regarding
exchanges between funds.

4) WHAT IS THE DEADLINE FOR MAKING IRA CONTRIBUTIONS?
  
  The deadline for making contributions to the IRA is the due
date your tax return for the year in which the deduction is
claimed, without extensions. Consequently, you must make your
contribution before April 15, even if you obtain an extension for
filing your tax returns.
  You must fully execute the IRA Custodial Account Application
by April 15.  One exception applies to Education IRAs.  At the
time of this printing, current legislation appears to require
contributions to an Education IRA be made during the calendar
year the contribution applies to.

5) AM I REQUIRED TO CONTRIBUTE TO AN IRA EVERY YEAR?
  
  No.

6) CAN I HAVE MORE THAN ONE IRA ACCOUNT?
  
  Yes. You may establish more than one IRA account provided that
the total contributions to all of your IRAs  (including
Traditional, Roth, and Education where applicable) for the
taxable year do not exceed the maximum limits. For example, you
may wish to place a portion of your contribution in a mutual fund
IRA, and place the remainder with an IRA offered by a savings and
loan or bank.

7) WHAT HAPPENS IF I MAKE AN EXCESS CONTRIBUTE TO MY IRA?
  
  If you make a contribution in excess of your allowable
maximum, you may correct the excess contribution and avoid the 6%
penalty tax for that year by withdrawing the excess contribution
and its earnings on or before the date, including extensions, for
filing your tax return for the tax year for which the
contribution was made. Any earnings on the withdrawn excess
contribution may be subject to a 10% early distribution penalty
tax if you are under age 59 1/2.  In addition, in certain cases an
excess contribution may be withdrawn after the time for filing
your tax return. Finally, excess contributions for one year may
be carried forward and applied against the contribution
limitation in succeeding years.

8) WHAT DO I DO IN THE EVENT I WISH A REFUND OF THE EXCESS
CONTRIBUTION AND EARNINGS IN MY NICHOLAS IRA?
  
  To request a refund you must submit a letter, addressed to the
Custodian at the address given on page 5 of this Disclosure
Statement, indicating the principal amount of the excess
contribution which should be redeemed and refunded to you. This
letter should include the date of the contribution, state that
this redemption is due to an over-contribution and that the net
income attributable to the contribution should also be returned.
The letter must bear your signature.

9) HOW ARE DISTRIBUTIONS MADE?
  
  If you wish to receive a full or partial distribution, or
installment payments from your IRA account in the Nicholas Family
of Funds, an IRA Distribution Request Form must be completed and
returned to the Custodian prior to distribution. This form can be
obtained by writing or calling Firstar Trust Company
(414-276-0535 or 800-544-6547). A written request for
distribution is also acceptable provided it contains a facsimile
notice of federal income tax withholding as it appears on our
form.
  
  Distributions can be made in a single sum payment or in
various installment methods which are described in greater detail
in the appropriate 5305 form at the end of this Disclosure
Statement.

10) CAN ANYTHING CAUSE DISQUALIFICATION OF MY IRA?
  
  Yes. If you or your beneficiary engage in a prohibited
transaction (i.e. self-dealing types of activities, including
borrowing of money from the account) described in section 4975(c)
of the Internal Revenue Code with respect to your IRA, the
account will lose its tax-deferred status as of the first day of
the taxable year in which the prohibited transaction occurs. The
fair market value of the account as of the first day of the
taxable year must be included in your gross income, or in the
gross income of your beneficiary. If your account is disqualified
in this manner, and you are not disabled or 59 1/2 years of age on
the first day of the taxable year, you must also pay the 10%
additional tax as though there had been a premature distribution.

11)  MAY I REDEEM PERSONAL SHARES AND TRANSFER THE CASH INTO AN
IRA?
  
  Yes, however, you should take into consideration that any
realized gains made on the redemption may be subject to federal
and state income taxes.

12)  MAY I PLEDGE MY IRA AS SECURITY FOR A LOAN?
  
  If you pledge your IRA as security for a loan, the portion so
pledged is treated as a fully taxable distribution. If you have
not attained the age of 59 1/2 at the time of the pledge, the
distribution is also subject to a 10% nondeductible excise tax as
a premature distribution.

13)  WHERE MAY I OBTAIN ADDITIONAL INFORMATION ABOUT MY IRA?
  
  You may obtain additional information about your IRA from your
local Internal Revenue Service district office.

NOTE:  As of calendar year 1997, the 15% excess distribution tax
is repealed, as is the 15% excess accumulation at death tax.

TRADITIONAL IRA ACCOUNTS

1) WHAT ARE SOME OF THE RULES GOVERNING TRADITIONAL INDIVIDUAL
RETIREMENT ACCOUNTS?
  
  An Individual Retirement Account (IRA) is either a trust or
custodial account. It must be created by document for your
exclusive benefit, as an individual, or for your beneficiaries.
It also must meet the following IRS requirements:

(a) The custodian must be a bank, federally insured credit union,
savings and loan association, or other person found acceptable by
the Secretary of the Treasury.

(b) Contributions may not exceed $2,000 (or your full income,
whichever is less) in any taxable year and are combined with any
other contributions made for your benefit to other IRA accounts
such as Roth IRAs or Education IRAs.  Distributions from
qualified employer retirement plans or tax-sheltered annuities
purchased for you by a public school or charitable employer are
not included in the annual $2,000 limit.  Contributions must be
made by check and not in the form of securities.

(c) No part of the assets of the savings plan fund may be
invested in ordinary life insurance contracts.

(d) The assets of the custodial account may not be commingled
with other property except in a common trust fund or common
investment fund.

(e) Your interest, as a depositor, in the balance of your IRA
must be non-forfeitable.

(f) The entire interest, in a Traditional IRA maintained for your
benefit, must be distributed to you by the "required beginning
date for distributions", which is April 1 following the close of
the calendar year in which you attain age 70 1/2. Alternatively,
the entire interest must be distributed, beginning no later than
the required beginning date for distributions, over either:
  
  (i)   your life as depositor, or the joint lives of you and
your designated beneficiary; or over
  
  (ii)  a period not extending beyond your life expectancy, or
the joint life expectancy of you and your designated beneficiary.

(g) If you die on or after the date distribution of your interest
has begun, the remaining interest will continue to be distributed
to your beneficiaries under the same method in effect prior to
your death. If you die before the distribution of your interest
has begun, the entire remaining interest will, at the election of
your beneficiary or beneficiaries, be distributed either:
  
  (i)   by December 31 of the year containing the fifth (5th)
anniversary of the your death; or
  
  (ii)   in equal or substantially equal payments over the life
or life expectancy of the designated beneficiary or
beneficiaries.

The election of either (i) or (ii) above must be made by December
31 of the year following the year of your death. If the
beneficiary or beneficiaries do not elect either of the
distribution options by that time, distribution will be made in
accordance with (ii) if the beneficiary is your surviving spouse,
and in accordance with option (i) if the beneficiary or
beneficiaries are or include anyone other than your surviving
spouse. Distributions under option (ii) must begin by December 31
of the year following the year of your death. However, if your
spouse is the beneficiary, distributions need not begin until
December 31 of the year you would have attained age 70 1/2.  The
spouse, as beneficiary, has the option to rollover your account
into their own IRA and take distributions according to
Traditional IRA rules.  It should be noted that the deferral on
income recognition may be available to the surviving spouse upon
proper elections being made.  Professional advice should be
obtained to effect the deferral of income recognition.

2) DOES THE NICHOLAS IRA MEET ALL OF THE INTERNAL REVENUE SERVICE
REQUIREMENTS?
  
  Yes. The Nicholas IRA has been approved, in form, by the
Internal Revenue Service. IRS approval is not a determination of
the merit of the Nicholas IRA as an investment.

3) WHO IS ELIGIBLE TO PARTICIPATE IN A TRADITIONAL IRA?
  
  Anyone under age 70 1/2 who has earned income at some time
during the year may participate in an IRA. You may contribute
whether or not you are an active participant in an
employer-sponsored retirement plan. However, if you are an active
participant in an employer-sponsored plan, your contributions
will be deductible only if the income of you and your spouse, if
any, is below certain limits (see Question 6 on page 10).

4) ARE THERE LIMITATIONS ON THE AMOUNT OF CONTRIBUTIONS I CAN
MAKE TO AN IRA?
  
  Yes, yearly IRA contributions may not exceed the lesser of the
following amounts: (1) $2,000, or (2)100 % of your annual
compensation (earned income) that is includable in your gross
income. Please see the answer to Question 6 on page 10 for rules
relating to the deductibility of IRA contributions.


5) DO THE IRA LIMITATIONS MENTIONED PREVIOUSLY APPLY SEPARATELY
TO A HUSBAND AND WIFE WHO BOTH WORK?
  
  Yes, a husband can contribute $2,000 maximum per year to his
IRA, and his wife may contribute $2,000 maximum per year to her
IRA.
  
  It is important to note that there can be no joint IRA
accounts. IRAs are set aside in the name of one person; however,
beneficiaries are designated in the event of death.

6) ARE TRADITIONAL IRA CONTRIBUTIONS FULLY TAX DEDUCTIBLE?
  
  Your Traditional IRA contributions will be fully tax
deductible (up to the maximum contribution limit) if you, or you
and your spouse, are not an active participant(s) in an
employer-sponsored retirement plan.  Your Traditional IRA
contributions will also be fully deductible if you are not an
active participant in an employer sponsored retirement plan, but
your spouse is and your adjusted gross income is less than
$150,000 for the taxable year the contribution is being made.
(If your adjusted gross income is between $150,000 and $160,000,
your contribution will be partially deductible.)
  
  If you are an active participant in an employer-sponsored
plan, please refer to the following charts to determine
deductibility.  These limits are subject to changes by the IRS
and you should consult with the IRS or your tax advisor for the
most recent levels.
  
  If you are married and file a separate return and are not an
"active participant" in an employer-sponsored retirement plan,
you may make a fully deductible contribution to a Traditional IRA
(up to the contribution limits described above). If you are
married and filing separately and are an "active participant" in
an employer-sponsored retirement plan, you may not make a fully
deductible contribution to a Traditional IRA. A partial deduction
is available if your 1998 adjusted gross income is less than
$10,000. This amount is not adjusted for cost-of-living changes
or otherwise.

EARNED INCOME LEVELS FOR "ACTIVE PARTICIPANTS"
  TRADITIONAL IRA CONTRIBUTIONS

SINGLE and HEAD OF HOUSEHOLD:

                 Eligible To Make A   Eligible To Make A   Not Eligible To Make
                     Deductible       Partially Deductible  A  Deductible
         Year   Contribution If AGI   Contribution If AGI    Contribution
                    Less Than Or            Between         If AGI is Equal to
                        Equal To                              or Greater Than
         ----   --------------------  -------------------  -------------------
         [S]          [C]              [C]                       [C]
         1998         $30,000          $30,001 - $39,999         $40,000
         1999         $31,000          $31,001 - $40,999         $41,000
         2000         $32,000          $32,001 - $41,999         $42,000
         2001         $33,000          $33,001 - $42,999         $43,000
         2002         $34,000          $34,001 - $43,999         $44,000
         2003         $40,000          $40,001 - $49,999         $50,000
         2004         $45,000          $45,001 - $54,999         $55,000
  2005 and thereafter $50,000          $50,001 - $59,999         $60,000


MARRIED FILING JOINTLY:

                 Eligible To Make A   Eligible To Make A   Not Eligible To Make
                     Deductible       Partially Deductible  A  Deductible
         Year   Contribution If AGI   Contribution If AGI    Contribution
                    Less Than Or            Between         If AGI is Equal to
                        Equal To                              or Greater Than
         ----   --------------------  -------------------  -------------------
         [S]            [S]             [S]                        [S]
         1998           $50,000         $50,001 - $59,999          $60,000
         1999           $51,000         $51,001 - $60,999          $61,000
         2000           $52,000         $52,001 - $61,999          $62,000
         2001           $53,000         $53,001 - $62,999          $63,000
         2002           $54,000         $54,001 - $63,999          $64,000
         2003           $60,000         $60,001 - $69,999          $70,000
         2004           $65,000         $65,001 - $74,999          $75,000
         2005           $70,000         $70,001 - $79,999          $80,000
         2006           $75,000         $75,001 - $84,999          $85,000
    2007 and thereafter $80,000         $80,001 - $99,999         $100,000

7) IF MY IRA CONTRIBUTIONS ARE NOT FULLY DEDUCTIBLE, MAY I MAKE
NONDEDUCTIBLE CONTRIBUTIONS?
  
  Yes, as long as your total contributions do not exceed the
yearly maximum described in the answer to Question 4. For
example, if you are single and can only make a $1,000 deductible
IRA contribution in a certain year, you can make an additional,
nondeductible contribution that year of $1,000 as long as you
have earned income of at least $2,000.  All earnings will
continue to accumulate tax-free until distributed.
  
  You must designate all nondeductible contributions as such on
your tax return (use IRS Form 8606) for the taxable year for
which they are made.

8) CAN A TRADITIONAL IRA BE ESTABLISHED FOR A SPOUSE WITHOUT
EARNED INCOME?
  
  Yes, this is referred to as a Spousal IRA.  A working spouse
also can elect in any year to be treated as having no
compensation for that year in order to be eligible for a Spousal
IRA.
  
  If you are married and file a joint income tax return, you may
make contributions to your spouse's IRA.  However, the maximum
amount contributed to both your own and to your spouse's IRA may
not exceed 100% of your combined taxable compensation or $4,000,
whichever is less.  Moreover, the annual contribution to each
individual IRA may not exceed $2,000.
  
  If either you or your spouse is an active participant in an
employer-sponsored retirement plan, the allowable tax deduction
for a Spousal IRA for that year may be reduced or eliminated in
accordance with the rules explained in the answer to Question 6.
Nondeductible contributions may still be made as long as the
combined total contributions to both IRAs for the tax year do not
exceed the lesser of  $4,000 or 100% of your combined taxable
income.

9) WHAT IS THE TAX STATUS OF EARNINGS ON MY TRADITIONAL IRA?
  
  IRA earnings, including both dividends and capital gains, are
exempt from federal income tax as long as your plan remains
qualified and until distributions are made.

10)  WHEN CAN DISTRIBUTIONS FROM MY TRADITIONAL IRA BEGIN?
  
  Generally, you must be at least 59 1/2 years old to receive a
penalty-free IRA distribution.  Other penalty-free distributions
may be made before age 59 1/2 in the event of death, disability,
or if they are in the form of lifetime, periodic payments which
meet IRS requirements.
  
  The Health Insurance Portability and Accountability Act of
1996 permits penalty-free early withdrawals from your IRA where
such withdrawn amounts are used for:
  
  1)  qualified medical expenses exceeding 7.5% of adjusted
gross income; or
  
  2)  the payment of medical insurance premiums for qualified
unemployed individuals.
  
  Additionally, beginning with tax year 1997, penalty-free
premature distributions may be made from your Traditional IRA
for:

       1)  First time home purchase (up to $10,000 lifetime limit)

       2)  Post-secondary education expenses.
  
  You should consult your tax adviser before you take any
distributions. Premature distributions will be penalized by a 10%
nondeductible excise tax on the amount of the distribution that
is includable in gross income. A premature distribution must also
be added to your gross income for the taxable year (except any
portion representing nondeductible contributions), and may result
in additional income taxes. An individual receiving a premature
distribution must file Form 5329 with the IRS for the year in
which the distribution is received.

11)  How will I be taxed on distributions from my Traditional IRA
after the age of 59 1/2?
  
  Distributions are taxable as ordinary income. Capital gain
treatment or income averaging is not available for IRA
distributions. Installment payments are taxable as ordinary
income in the year of receipt. Distributions to persons who have
attained the age of 65 prior to the close of the taxable year may
qualify for credit for the elderly.
  
  A proportionate amount of each distribution will be tax-free
if you have made nondeductible contributions for tax years after
1986.  For this purpose, all distributions during any year from
any of your IRAs must be totaled and treated like a single
distribution, and all of your IRAs are treated like a single IRA.
The total amounts you receive tax-free for all years cannot
exceed the total nondeductible contributions made.
  
  (Any distributions from your IRA represent a return of pre-tax
and after-tax dollars.  You must determine what percentage of
your prior year-end market value on all of your IRA accounts is
represented by after-tax contributions.  That same percentage of
any distributions during the current calendar year will not be
taxable; the balance of the distribution will be taxable at
ordinary income levels for the current calendar year.  Any return
of after-tax dollars due to partial distributions from your IRA
reduces the remaining after-tax dollars represented in the
balance of your IRA in future years.  This new balance will be
used for calculating the percentage of after-tax dollars in
future distributions.)


12)  HOW LONG MAY I DELAY DISTRIBUTIONS FROM MY TRADITIONAL IRA?
  
  You must comply with certain "minimum distribution rules" that
apply to your IRA under the Internal Revenue Code. The failure to
satisfy these rules can result in significant adverse tax
consequences for you, such as being taxed on your entire IRA
account balance and paying other tax penalties.
  
  I. PRE-DEATH DISTRIBUTIONS
  
  The minimum distribution rules require that in your 70 1/2
year, and each year thereafter, you make withdrawals from the IRA
that are at least equal to the "minimum distribution." Your 70 1/2
year is the calendar year that contains the date six months after
your seventieth birthday. The amount of the minimum distribution
is usually determined by dividing the account balance of the IRA
as of December 31 of the prior year by a divisor that is based on
your life expectancy, or the joint life expectancy for you and
your beneficiary. However, there are a number of rules that
determine how the calculation of your minimum distribution should
be made, including special exceptions that may apply to you.
These are discussed in IRS Publication 590, Individual Retirement
Arrangements, which you should consult.
  
  Generally, you must withdraw an amount at least equal to the
minimum distribution by December 31 of each year. However, you
may delay your minimum required distribution for your 70 1/2 year
until April 1 of the following year. This means that if you wait
to make your withdrawal for the 70 1/2 year until April 1 of the
following year, your total withdrawal in that year must equal the
minimum distributions for two years-a withdrawal by April 1 that
is equal to the minimum distribution for the 70 1/2 year, and a
second withdrawal by December 31 that is equal to the minimum
distribution for the current year. In each following year you
must withdraw the minimum distribution for that year by December
31.
  
  II. DISTRIBUTIONS AFTER DEATH
  
  If you are the beneficiary of an IRA account for which the
owner is deceased, the minimum distribution rules also apply to
you. Specific information on how the minimum distribution rules
apply to beneficiaries of an IRA is contained in IRS Publication
590, Individual Retirement Arrangements. In general, the amount
that you must withdraw in each year depends upon whether the IRA
owner reached age 70 1/2 before death, and whether you are the
surviving spouse of the IRA owner.
  
  If the IRA owner was age 70 1/2 before death, then regardless
of your age you must withdraw an amount in each year that is at
least equal to the amount that the IRA owner would have been
required to withdraw. This rule also applies if you are the
surviving spouse of the IRA owner, and you choose not to roll the
account into an IRA of your own.
  
  If the IRA owner was not age 70 1/2 before death and you are
not the surviving spouse, there are two possible options. Under
the first option, you must withdraw the entire IRA account by
December 31 of the fifth year following the year of the IRA
owner's death. Under the second option, you must, by December 31
of the year following the year of the IRA owner's death and in
each year thereafter, withdraw an amount that is at least equal
to the IRA account balance divided by your life expectancy. If
you are the surviving spouse, the same two options apply, but
additional options are available to you for satisfying the
minimum distribution requirements.
  
  III. OTHER RULES
  
  You can satisfy the minimum distribution rules by withdrawing
from one IRA the amount required to satisfy the minimum
distribution requirement for all of your IRAs.
  
  Unless you or your spouse elects otherwise, your life
expectancy and/or the life expectancy of your spouse will be
recalculated annually.  An election not to recalculate life
expectancy(ies) is irrevocable and will apply to all subsequent
years.  The life expectancy of a nonspouse beneficiary may not be
recalculated.
  
  Distributions from your IRA must satisfy the special "minimum
distribution incidental benefit" rules of the Internal Revenue
Code.  These provisions set forth certain limitations on the
determination of the joint life expectancy of you and your
beneficiary.  Special rules will determine how you calculate the
joint life expectancy of you and your beneficiary if your
beneficiary is not your spouse and is more than 10 years younger
than you.
  
  This explanation only summarizes the minimum distribution
rules. Other rules and exceptions may apply to you that are not
discussed in this summary including rules which, in some cases,
would prevent you from using certain options described above. You
should consult your personal tax adviser or IRS publication 590,
Individual Retirement Arrangements, for more detailed
information. This publication is available from your local IRS
office or by calling 1-800-TAX-FORM.

13)  WHAT HAPPENS TO MY TRADITIONAL IRA IN THE EVENT OF DEATH?
  
  Part E of the IRA Custodial Account Application (Form A)
permits you to name a beneficiary or beneficiaries to receive any
amounts remaining in your IRA at the time of your death.  If you
do not name a beneficiary, your beneficiary will be your estate.
The act of naming a beneficiary to receive IRA benefits upon your
death is not considered a gift subject to federal gift taxes.
Your beneficiary designation can be revoked at any time by
completing a Change of Beneficiary form. Contact Nicholas Family
of Funds at 1-800-227-5987 for this form.
  
  Amounts remaining in your Traditional IRA at death will be
included in your estate and may be subject to estate tax.
  
  See Question 1(g) for information on the timing of
distributions to your beneficiaries.

14)  What are the Specific Limitations of Rollovers?
  
  The IRS allows one rollover per IRA account in any 12 month
period. When the rollover represents a distribution from an
employer-sponsored retirement plan or a tax-sheltered "403(b)"
annuity purchased for you by a public school or charitable
employer, a penalty tax of 20% is withheld upon distribution to
you and it is your responsibility to deposit the full amount of
the employer plan proceeds into an IRA custodial account within
60 days to avoid IRS penalties and taxes.  The 20% withholding
can be returned through your annual tax filing.  Rollover
contributions are not tax deductible.
  
  Most distributions made after 1992 of all or part of your
interest in a qualified plan or tax-sheltered annuity are
eligible rollover distributions, unless the distribution is: a
return of your after-tax contributions; part of a series of
substantially equal installments being paid over a period of 10
years or more, or a period measured by one or more lives or life
expectancies; or a required minimum distribution (e.g., if you
have reached age 70 1/2 ). Certain other exceptions may also
apply.

15)  WHY SHOULD I CONSIDER A DIRECT ROLL OVER FROM MY PREVIOUS
EMPLOYER WHEN THEY CAN GIVE ME A CHECK?
  
  The direct rollover option is important because if you do not
elect a direct rollover of the distribution (to a Traditional IRA
or certain other eligible plans), 20% of the distribution will be
withheld for income taxes. You can still make a rollover
contribution other than a direct rollover, but you will not fully
avoid taxes.
  
  For example, if the eligible rollover distribution is $10,000
and it is paid to you instead of paid as a direct rollover,
$2,000 will be withheld. You will only receive $8,000. If you
rollover only the $8,000, the other $2,000 will be taxed as a
distribution as described in the answers to Questions 10 and 11.
In order to avoid these taxes, you will have to add $2,000 of
your own funds to the rollover to make up for the amounts
withheld. The withheld amounts will not be refunded by the IRS
until your tax return for the year is filed.
  
  In order to make a direct rollover to a Nicholas Traditional
IRA, make sure the distribution check from your qualified plan or
tax-sheltered annuity is made payable as described under "Opening
an IRA" (see page 3). You may also need to provide certain other
information required by the plan administrator or annuity
provider.

ROTH IRA ACCOUNTS

1 Am I eligible to contribute to a Roth IRA?
  
  Anyone with compensation income whose adjusted gross income
does not exceed the limits described below is eligible to
contribute to a Roth IRA. You may also establish a Roth IRA to
receive rollover contributions or transfers from another Roth IRA
or, in some cases, from a Traditional IRA. You may not roll
amounts into a Roth IRA from other retirement plans such as an
employer-sponsored qualified plan. However, current law does not
appear to prohibit a rollover from a qualified plan into a
Traditional IRA, and then from the Traditional IRA into a Roth
IRA.
  
  The limits to AGI are as follows:

                   Full Contribution if  Partial Contribution  No Contribution
                     AGI is Less Than or   if AGI is Between  Allowed if AGI is
                        Equal to                                Equal to or
                                                                Greater Than
                   --------------------- -------------------- -----------------
[S]                      [C]             [C]                       [C]
Single and Head of
Household Filers         $95,000         $95,001 - $109,999        $110,000

Married Filing Jointly   $150,000       $150,001 - $159,999        $160,000

Married Filing Separately     $0             $1 - $14,999           $15,000

  Note that the amount you may contribute to a Roth IRA is not
affected by your participation in an employer-sponsored
retirement plan.

2) WHEN CAN I MAKE CONTRIBUTIONS?
  
  You may make annual contributions to your Roth IRA any time up
to and including the due date for filing your tax return for the
year, not including extensions. Unlike a Traditional IRA, you may
continue to make regular contributions to your Roth IRA even
after you attain age 70 1/2 as long as you have earned income.  In
addition, rollover contributions and transfers (to the extent
permitted as discussed below) may be made at any time, regardless
of your age.

3) HOW MUCH MAY I CONTRIBUTE TO A ROTH IRA?
  
  You may make annual contributions to a Roth IRA in any amount
up to 100% of your compensation for the year or $2,000, whichever
is less. The $2,000 limitation is reduced by any contributions
made by you or on your behalf to any other individual retirement
plan (such as a Traditional IRA). (Legislation pending as of this
printing clarifies that, for this purpose, the term individual
retirement plan does not include SEP IRAs or SIMPLE IRAs.)  Also,
your annual contribution limitation is not reduced by
contributions you make to an Education IRA that covers someone
other than yourself. Qualifying rollover contributions and
transfers are not subject to these limitations.
  
  In addition, if you are married and file a joint return, you
may make contributions to your spouse's Roth IRA. Also, the
maximum amount contributed to both your own and to your spouse's
Roth IRA may not exceed 100% of your combined compensation or
$4,000, whichever is less. The maximum amount that may be
contributed to either your Roth IRA or your spouse's Roth IRA is
$2,000. Again, these dollar limits are reduced by any
contributions made by or on behalf of you or your spouse to any
other individual retirement plan (such as a Traditional IRA),
except that the limit is not reduced for contributions either of
you make to an Education IRA for someone other than yourselves.
  
  Please note that these contribution limits may be reduced or
eliminated if your filing status and AGI are within certain
limits.  Please refer to the chart in Question #1 (above) for the
1998 income limitations.

4) CAN I ROLL OVER OR TRANSFER AMOUNTS FROM OTHER ROTH IRAS?
  
  You are allowed to "roll over" a distribution or transfer your
assets from one Roth IRA to another without any tax liability.
Rollovers between Roth IRAs are permitted once per 12 month
period per account and must be accomplished within 60 days after
receipt of the distribution.
  
  Transfers between Roth accounts may also be transacted and are
not restricted by the IRS.  Please consult your Fund prospectus
for any Fund restrictions.

5) CAN I MOVE MONEY FROM MY TRADITIONAL IRA INTO A ROTH IRA?
  
  Yes.  This transaction is called a "conversion".  If you are a
single, head of household or married filing jointly taxpayer and
your adjusted gross income (as measured at the calendar year end
for the year of conversion) is not more than $100,000, you may
roll over amounts from another individual retirement plan (such
as a Traditional IRA) to a Roth IRA. Such amounts are subject to
tax as if they were additional income to you for the year, but
are not subject to the 10% penalty tax. (However, under
legislation pending as of this printing, if the amount rolled
over is distributed before the end of the five-tax-year period
beginning with the beginning of the tax year of the rollover, a
10% penalty tax will apply to the taxed portion of the rollover
as well as a potential additional penalty tax on the premature
Roth distributions for conversions done in 1998.)

6) CAN I ROLL OVER FROM OTHER RETIREMENT PLANS INTO MY ROTH IRA?
  
  You may not roll amounts into a Roth IRA from other retirement
plans such as an employer-sponsored qualified plan. However,
current law does not appear to prohibit a rollover from a
qualified plan into a Traditional IRA and then from the
Traditional IRA into a Roth IRA, as long as you are within the
established income levels for doing a conversion transaction.
(See question 5, page 14)

7) ARE THERE SPECIAL TAX ISSUES I SHOULD BE AWARE OF REGARDING
CONVERSIONS FROM TRADITIONAL IRAS TO ROTH IRAS?
  
  If you roll over amounts from a Traditional IRA to a Roth IRA
during 1998, you may take advantage of special tax treatment.
Under the special rules, you may take your rollover into income
as if one quarter of the amount rolled over was distributed to
you in 1998 and one quarter of the amount was distributed to you
in each of the following three years.
  
  (Legislation pending as of this printing indicates that if you
die prior to taking all four amounts into income, the remaining
amounts are included in income for the year of your death unless
you have a spouse who elects to take those amounts into his or
her income over the remaining period.)
  
  Subject to the foregoing limits, you may also directly convert
a Traditional IRA to a Roth IRA with similar tax results.
  
  Furthermore, if you have made contributions to a Traditional
IRA during the year in excess of the deductible limit, you may
convert those nondeductible IRA contributions to contributions to
a Roth IRA (subject to the contribution limit for a Roth IRA).
  
  You may not roll over amounts to a Roth IRA from a qualified
retirement plan or any other retirement plan that is not an
individual retirement plan.

8) WHAT IF I MAKE AN EXCESS CONTRIBUTION?
  
  Contributions that exceed the allowable maximum for federal
income tax purposes are treated as excess contributions. A
nondeductible penalty tax of 6% of the excess amount contributed
will be added to your income tax for each year in which the
excess contribution remains in your account.

9) HOW DO I CORRECT AN EXCESS CONTRIBUTION?
  
  If you make a contribution in excess of your allowable
maximum, you may correct the excess contribution and avoid the 6%
penalty tax for that year by withdrawing the excess contribution
and its earnings on or before the date, including extensions, for
filing your tax return for the tax year for which the
contribution was made. Any earnings on the withdrawn excess
contribution may also be subject to the 10% early distribution
penalty tax if you are under age 59 1/2 or have not satisfied the
five-year requirement described below. In addition, although you
will still owe penalty taxes for one or more years, excess
contributions may be withdrawn after the time for filing your tax
return. Finally, excess contributions for one year may be carried
forward and applied against the contribution limitation in
succeeding years.
  
  (Legislation pending as of this printing would permit an
individual who is partially or entirely ineligible for a Roth IRA
to transfer amounts of up to $2,000 to a nondeductible
Traditional IRA (subject to reduction for amounts remaining in
the Roth IRA and for other Traditional IRA contributions).)

10)  CAN I COMBINE MY CONVERSION ROTH ACCOUNT WITH MY CURRENT
YEAR ROTH CONTRIBUTIONS?
  
  No.  Form 5303-RA, Article I, number 2 states "If this Roth
IRA is designated as a Roth conversion IRA, no contributions
other than IRA conversion contributions made during the same tax
year will be accepted."

11)  HOW ARE DISTRIBUTIONS FROM A CONTRIBUTION ROTH IRA TREATED?
  
  Distributions from Roth accounts which represent annual
contributions are treated as contributions being removed first.
Contributions can be removed at any time without tax or penalty.
Any earnings removed before the later of five years or age 59 1/2
will be subject to an early withdrawal penalty tax of 10% and
will be treated as ordinary income in the year of the
distribution, unless the distribution is for a qualified purpose.

12)   HOW DO DISTRIBUTIONS FROM CONVERSION ROTH ACCOUNTS DIFFER
FROM CONTRIBUTORY ROTH ACCOUNT DISTRIBUTIONS?
  
  According to legislation currently pending, contributions plus
earnings must remain in a Conversion Roth account for a minimum
of five calendar years, beginning with the calendar year of the
conversion, to avoid any penalty taxes and income tax.  After the
five calendar year waiting period, the principal converted may be
removed without penalty, regardless of the depositor's age.  The
earnings must remain in the Roth account until the depositor
attains age 59 1/2 to avoid a penalty tax of 10% and treatment as
ordinary income for tax purposes.  Any distributions of principal
and/or earnings prior to the five year waiting period will be
subject to a 10% early distribution penalty.  Plus, distributions
representing a return of principal converted to a Roth IRA in
1998 may be subject to an additional penalty tax.

13)  ARE THERE ANY SPECIAL CIRCUMSTANCES WHEN EARNINGS CAN BE
  WITHDRAWN BEFORE THE LATER OF FIVE YEARS OR 59 1/2 WITHOUT
  PENALTY?
  
  Yes. No penalty tax nor income tax will be assessed on
qualified distributions.  Qualified Distributions include first
time home purchases (maximum $10,000 lifetime limit), disability,
medical expenses in excess of 7.5% of AGI, or death.
Distribution for qualified post-secondary education expenses may
be penalty-free, but not tax free.

14)  ARE THERE ANY OTHER SPECIAL TAX ISSUES I SHOULD BE AWARE OF?
  
  To the extent a distribution would be taxable to you, neither
you nor anyone else can qualify for capital gains treatment for
amounts distributed from your account. Similarly, you are not
entitled to the special five- or ten-year averaging rule for
lump-sum distributions that may be available to persons receiving
distributions from certain other types of retirement plans.
Rather, the taxable portion of any distribution is taxed to you
as ordinary income. Your Roth IRA is not subject to taxes on
excess distributions or on excess amounts remaining in your
account as of your date of death.
  
  You may be required to indicate on distribution requests
whether or not federal income taxes should be withheld on the
taxable portion (if any) of a distribution from a Roth IRA.
Redemption requests not indicating an election not to have
federal income tax withheld will be subject to withholding with
respect to the taxable portion (if any) of a distribution to the
extent required under federal law. (Note that legislation pending
as of this printing clarifies that, for federal tax purposes,
Roth IRAs are taxed separately from Traditional IRAs, Roth IRAs
with rollovers are taxed separately from Roth IRAs without
rollovers, and Roth IRAs with rollovers with different five-year
periods are taxed separately.)

15)  WHEN MUST DISTRIBUTIONS FROM A ROTH IRA BEGIN?
  
  Unlike Traditional IRAs, there is no requirement that you
begin distribution of your account at any particular age.

16)  ARE THERE DISTRIBUTION RULES THAT APPLY AFTER MY DEATH?
  
  Your account must be distributed after your death in
accordance with rules similar to those that apply to
distributions from a Traditional IRA. Thus, although the IRS has
not issued guidance it is expected that the rules will require
that your remaining interest in your Roth IRA will, at the
election of your beneficiary or beneficiaries, (i) be distributed
by December 31 of the year in which occurs the fifth anniversary
of your death, or (ii) must commence distributions by December 31
of the year following your death over a period not exceeding the
life or life expectancy of your designated beneficiary or
beneficiaries.  If your beneficiary is your spouse, he/she will
have the option to roll your Roth IRA into a Roth IRA of his/her
own under the same rules for other Roth accounts.

17)  WHAT IF I PLEDGE MY ACCOUNT?
  
  If you use (pledge) all or part of your Roth IRA as security
for a loan, your account may lose its tax-favored status.

18)  HOW ARE CONTRIBUTIONS TO A ROTH IRA REPORTED FOR FEDERAL TAX
PURPOSES?
  
  As of the date of this printing, the Internal Revenue Service
had not issued forms for reporting information related to
contributions to or distributions from a Roth IRA.

19)  IS THERE ANYTHING ELSE I SHOULD KNOW?
  
  Your Roth Individual Retirement Account Plan has been approved
as to form by the Internal Revenue Service. The Internal Revenue
Service approval is a determination only as to the form of the
Plan and does not represent a determination of the merits of the
Plan as adopted by you. You may obtain further information with
respect to your Roth Individual Retirement Account from any
district office of the Internal Revenue Service. The statute
provides that Roth IRAs are to be treated the same as Traditional
IRAs for most purposes. As the IRS clarifies its interpretation
of the statute, revised or updated information will be provided.


EDUCATION IRA ACCOUNTS

1) Who is eligible for an Education IRA?
  
  The beneficiary of an Education IRA must be under age 18 at
the time a contribution is made to an Education IRA on his or her
behalf.  An Education IRA may also be established to receive
rollover contributions or transfers from another Education IRA.
  
  For purposes of this discussion, except as noted, the term
"beneficiary" is used to refer to an individual whose education
is to be financed, in part or in whole, through an Education IRA.

2) Who can contribute to an Education IRA?
  
  Anyone may contribute to an Education IRA regardless of his or
her relationship to the beneficiary as long as they are within
certain limits for AGI.  Please refer to the following chart:


                   Full Contribution if  Partial Contribution  No Contribution
                     AGI is Less Than or   if AGI is Between  Allowed if AGI is
                        Equal to                                Equal to or
                                                                Greater Than
                   --------------------- -------------------- -----------------
[S]                     [C]               [C]                       [C]
Single/Head of
Household/Married       $95,000           $95,001 - $109,999        $110,000
Filing Separately

Married Filing Jointly  $150,000          $150,001- $159,999        $160,000


3)   WHEN CAN I MAKE CONTRIBUTIONS TO AN EDUCATION IRA?
  
  You may make contributions to an Education IRA for the
calendar year during the calendar year regardless of your age.
At the time of this printing, current legislation appears to
require contributions for a specific calendar year be made during
that calendar year, without the allowance of the April 15th
deadline given to Traditional and Roth IRA contributions.
However, you may not make a contribution to an Education IRA
after the beneficiary attains age 18.  In addition, rollover
contributions and transfers (as discussed below) may be made at
any time, regardless of the age of the beneficiary

4) HOW MUCH MAY I CONTRIBUTE TO AN EDUCATION IRA?
  
  The total of all contributions made to all Education IRAs that
cover a particular beneficiary may not exceed $500 in a taxable
year.  It is the joint responsibility of the contributor and the
beneficiary (or the person legally responsible if the beneficiary
is under 18) to verify that excess contributions are not made on
behalf of a particular beneficiary.  Qualifying rollover
contributions and transfers are not subject to these limitations.
Note that special rules apply to contributions to Education IRAs
for purposes of gift and estate taxes.
  
  The total amount a contributor may deposit on behalf of a
beneficiary may be reduced or eliminated depending on the
contributor's AGI.  Please refer to the chart in question #2
(above).
  
  In addition to the limitations described above, the $500 limit
may be reduced by other amounts contributed to an individual
retirement plan for the benefit of a particular beneficiary, but
is not affected by the adjusted gross income of the beneficiary.
  
  If the beneficiary of the Education IRA also maintains a
Traditional or Roth IRA, his or her overall contributions to
other individual retirement plans may be limited.  Please contact
your tax advisor for more information.

5) CAN I ROLL OVER OR TRANSFER AMOUNTS FROM ANOTHER EDUCATION
IRA?
  
  Amounts may be "rolled over" from one Education IRA to another
Education IRA benefiting the same beneficiary.  In addition,
amounts may be rolled over without any tax liability to benefit
(i) the spouse of the beneficiary, (ii) an ancestor of the
beneficiary, (iii) a descendant of the beneficiary, of the
beneficiary's parents, or of the beneficiary's spouse, or (iv)
the spouse of a lineal descendant of an individual described in
(iii).  Rollovers between Education IRAs may be made once per 12
month period and must be accomplished within 60 days of receipt
of the distribution.
  
  You may also transfer Education IRA accounts directly between
IRA custodians without IRS restrictions.  Please contact the
receiving custodian for the appropriate transfer form.

6) WHAT IF I MAKE AN EXCESS CONTRIBUTION?
  
  Contributions that exceed the allowable maximum for federal
income tax  purposes are treated as excess contributions.  A
nondeductible penalty tax of 6% of the excess amount contributed
must be paid for each year in which the excess contribution
remains in the beneficiary's account.

7) HOW DO I CORRECT AN EXCESS CONTRIBUTION?
  
  If a contribution in excess of the allowable maximum is made,
it may be corrected to avoid the 6% penalty tax for that year by
withdrawing the excess contribution and its earnings on or before
the due date, including extensions, for filing the tax return for
the contributor's tax year for which the contribution was made.
(Legislation pending as of this printing would use the
beneficiary's tax year rather than the contributor's.)  Any
earnings on the withdrawn excess contribution will be taxable in
the year the excess contribution was made and will be subject to
a 10% penalty tax.

8) WHAT FORMS OF DISTRIBUTION ARE AVAILABLE FROM AN EDUCATION
IRA?
  
  Distributions may be made as a lump sum of the entire account,
or distributions of a portion of the account may be requested.

9) WHEN MUST DISTRIBUTIONS FROM AN EDUCATION IRA BEGIN?
  
  There is no requirement that a beneficiary begin distribution
of an Education IRA account at any particular age.  (Legislation
pending as of the date of this printing would in general require
distribution within 30 days of the earlier of the beneficiary's
death or attainment of age 30 and would deem distribution to
occur for any amounts not distributed within such time.)

10)  ARE THERE DISTRIBUTION RULES THAT APPLY AFTER DEATH?
  
  Special rules apply in the case of the divorce or death of a
beneficiary of an Education IRA.  (In particular, under
legislation pending as of this printing, any balances to the
credit of a beneficiary must be distributed to his or her estate
within 30 days of death.)

11)  HOW ARE DISTRIBUTIONS FROM AN EDUCATION IRA TAXED FOR
FEDERAL INCOME TAX PURPOSES?
  
  Amounts distributed are generally excludable from gross income
if they do not exceed the beneficiary's "qualified higher
education expenses" for the year, or are rolled over to another
Education IRA.  "Qualified higher education expenses" generally
include the cost of tuition, fees, books, supplies, and equipment
for enrollment at (i) accredited post-secondary educational
institutions offering credit toward a bachelor's degree, an
associate's degree, a graduate-level or professional degree or
another recognized post-secondary credential and (ii) certain
vocational schools.  In addition, room and board may be covered
if the beneficiary is at least a "half-time" student.  This
amount may be reduced by certain scholarships, qualified state
tuition programs, HOPE, Lifetime Learning tax credits, and other
amounts paid on the beneficiary's behalf.  To the extent payments
during the year exceed such amounts, they are partially taxable
and partially nontaxable, similar to payments received from an
annuity.  Any taxable portion of a distribution is subject to a
10% penalty tax in addition to income tax unless the distribution
is due to the death or disability of the beneficiary or is made
on account of scholarship received by the beneficiary.  A
beneficiary may elect to waive the exclusion from gross income
for qualified higher education expenses and treat the entire
distribution as if it were a payment from an annuity.
  
  To the extent a distribution is taxable, capital gains
treatment does not apply to amounts distributed from the account.
Similarly, the special five- and ten-year averaging rules for
lump-sum distributions do not apply to distributions from an
Education IRA.  The taxable portion of any distribution is taxed
as ordinary income except the portion of a distribution that
represents a return of nondeductible contributions.
  
  The recipient of a distribution may need to indicate on
certain distribution requests whether or not federal income taxes
should be withheld.  Redemption requests not indicating an
election not to have federal income tax withheld will be subject
to withholding with respect to the taxable portion (if any) of
the distribution to the extent required under federal law.

12)  WHAT IF A PROHIBITED TRANSACTION OCCURS?
  
  If a "prohibited transaction," as defined in Section 4975 of
the Internal Revenue Code, occurs, the Education IRA could be
disqualified.  Rules similar to those that apply to Traditional
IRAs will apply.

13)  WHAT IF THE EDUCATION IRA IS PLEDGED?
  
  If all or part of the Education IRA is pledged as security for
a loan, rules similar to those that apply to Traditional IRAs
will apply.  In general, those rules provide that the amount
pledged is treated as distributed.

14)  HOW ARE CONTRIBUTIONS TO AN EDUCATION IRA REPORTED FOR
FEDERAL TAX PURPOSES?
  
  As of the date of this Disclosure Statement, the Internal
Revenue Service had not issued forms for reporting information
related to contributions to or distributions from an Education
IRA.

15)  IS THERE ANYTHING ELSE I SHOULD KNOW?
  
  As the IRS clarifies its interpretation of the Education IRA
provisions of the Code, revised or updated information will be
provided to you.
  
  [Form 5305-A Individual Retirement Custodial Account]
  (Under Section 408(a) of the Internal Revenue Code)
  
  [Form 5305-RA Roth Individual Retirement Custodial Account]
  (Under Section 530 of the Internal Revenue Code)
  
  [Form 5305-EA Education Individual Retirement Custodial Account]
  (Under Section 530 of the Internal Revenue Code)
  
NICHOLAS FAMILY OF FUNDS
IRA CUSTODIAL ACCOUNT APPLICATION
__Traditional IRA Account  __Contributory Roth IRA  __Conversion Roth IRA
______________________________________________________________________________

After reading the prospectus(es) for the fund(s) you are interested in,
PLEASE COMPLETE THE INFORMATION BELOW WHICH IS REQUIRED TO SET UP AN ACCOUNT.
If you are interested in a fund that you do not have a prospectus for, please
contact the Nicholas Family of Funds at (800) 227-5987 or (414) 272-6133. The
prospectus contains more complete information regarding charges and expenses.
Read it carefully before you invest.

A.   __Nicholas Fund $_________   __Nicholas Equity Income Fund $____________
       $500 minimum                 $2,000 minimum 
     __Nicholas II $_________     __Nicholas Income Fund $_________
       $500 minimum                 $500 minimum
     __*Nicholas Limited Edition  $_________
       $2000 minimum
     __Nicholas Money Market Fund  $_________
       $2,000 minimum             

*This Fund may close at any time. Call Nicholas for details.

B.  TOTAL AMOUNT OF CONTRIBUTION   $__________________________
    This should be applied to (choose one):

__Traditional IRA Contribution for tax year ________
__Roth IRA Contribution for tax year ________
__Conversion Roth IRA Contribution for tax year ________
  (redemption of Traditional IRA deposited into Roth IRA)
__Transfer (Traditional IRA to Traditional IRA; Roth IRA to Roth IRA)
__Roll Over (You have received a check within the last 60 days payable
  to you from an IRA or employer retirement plan.)
__Direct Roll Over (Attached is a check from your employer retirment
  plan made payable to: Firstar Trust Co. as custodian of Nicholas
  IRA fbo: employee's name.)

C. GENERAL INFORMATION (Please print clearly)

______________________________________________________________________________
Name
____________________________________   __________________   ________  ________
Street Address                         City                 State     Zip

____________________________________   __________________      _______________
Date of Birth                          Social Security Number  Daytime Phone

D. TELEPHONE OPTIONS (Details are provided in your Fund prospectus. If no
   option is indicated, telephone exchange privileges will automatically be
   available on your account(s)). PHONE REDEMPTION IS NOT AVAILABLE ON IRAS.
                                  -----------------------------------------
__YES  Telephone exchange - transfer of assets among all funds in the
       Nicholas Family by telephone.
__NO   Telephone exchange - exchanges among all funds in the Nicholas
       Family must be done in writing.

E. BENEFICIARY DESIGNATION
   Hereby revoking all prior designations, I designate as my beneficiary(ies)
   under the Nicholas Funds IRA Custodial Account the following person(s):

PRIMARY BENEFICIARY

________________________   _____________   _________________  _______________
Name                       Relationship    Address            Social Security #
                                                              (if available)
SECONDARY BENEFICIARY

________________________   _____________   _________________  _______________
Name                       Relationship    Address            Social Security #
                                                              (if available)

I retain the right to revoke this designation and to designate a new
beneficiary or beneficiaries at any time by communicating to the Firstar
Trust Company in writing similarly executed. I understand that if no
designated beneficiary survives me, then in accordance with the Custodial
Agreement, any benefits due upon my death shall be paid to my estate.

F.	DEPOSITOR'S STATEMENT
        I attest that I have read the form 5305-A Custodial Agreement or form
        5305-RA Roth Custodial Agreement, the Disclosure Statement and the
        applicable fund prospectus, and that I meet the eligibility
        requirements for the type of account I am establishing. I understand
        and agree to be governed by the provisions of the Custodial Agreement
        and this Application, and understand that I alone am responsible for
        ascertaining the deductibility and tax consequences of any
        contribution and/or withdrawal to or from my account. I hereby
        authorize Firstar Trust Company to act as custodian of my shares of
        the Nicholas fund indicated above.

___________________________________    __________________________
Signature                              Dated

G.	ACCEPTANCE BY CUSTODIAN
This Application is hereby accepted by the Custodian, Firstar Trust Company.

___________________________________    __________________________
Signature                              Dated

_____________________________________________________________________________
3/98
  
                  NICHOLAS FAMILY OF FUNDS
     EDUCATION IRA CUSTODIAL ACCOUNT APPLICATION      B
   
   After reading the prospectus for the fund(s) you are interested in,
   PLEASE CANT PLETE THE INFORMATION BELOW WHICH IS REQUIRED TO SET UP
   AN ACCOUNT. If you are interested in a fund that you do not have a
   prospectus for, please contact the Nicholas Family of Funds at
   (800)227-5987 or (414)2726133. The prospectus contains more complete
   information regarding charges and expenses. Please read it carefully
   before you invest.

A. FUND CHOICES (initial investment is $500 for each fund);

     Nicholas Fund $______________________________

     Nicholas II $________________________________
     
     Nicholas Income Fund $_______________________

B. TRANSACTION TYPE:

      __ Calendar Year Contribution (maximum $500 annually
         to beneficiary under 18 years old)
      __Transfer (Education IRA to Education IRA only)
      __Rollover (Education IRA to Education IRA only)

C. BENEFICIARY INFORMATION:

___________________________________    _______  ____________________________
First Name of Beneficiary              M.I.     Last Name of Beneficiary

___________________________________    _______  ____________________________
First Name of Person Legally           M.I.     Last Name of Person Legally  
Responsible for the Beneficiary                 Responsible for the Beneficiary
(if applicable)                                 (if applicable)

___________________________________  ________________________________
Address                              Birth Date of Beneficiary

____________________________________
Telephone Number

D. DEPOSITOR INFORMATION:

_________________________  ____   _____________________  ____________________
First Name                 M.I.   Last Name              Social Security Number

_________________________  __________________  ____________  ________________
Address                    City                State         Zip code


E. TELEPHONE OPTIONS (Details are provided in your fund
   prospectus. If no option is indicated, telephone exchange
   privileges will automatically be available on your
   account(s)). PHONE REDEMPTION IS NOT AVAILABLE ON IRA'S.
                ------------------------------------------
    __YES - Telephone exchange - exchanges of assets among all funds in the
            Nicholas Family by telephone.

     __NO - Telephone exchange - exchanges of assets among all funds in the
            Nicholas Family must be done in writing.

F. DEPOSITOR'S STATEMENT
   I attest that I have read the form 5305-EA Education Individual Retirement
   Custodial Account Agreement, the Disclosure Statement, and the applicable
   fund prospectus(es), and that I meet the eligibility requirements, including
   earned income limitations, to make a deposit on behalf of the above
   identified beneficiary. I understand that I alone am responsible for
   ascertaining any tax consequences of any contribution to this beneficiary's
   account

________________________________________  ________________________________
Signature of Donor                        Dated


C. BENEFICIARY'S STATEMENT (or Person Legally Responsible for the Beneficiary)
   I attest that I have read the form 5305-EA Education Individual Retirement
   Custodial Account Agreement, the  Disclosure Statement, and the applicable
   fund prospectus(es), and that l meet the eligibility requirements for  the
   type of account I am establishing. I understand and agree to be governed by
   the provisions of the Custodial Agreement, as well as this Application. I
   understand that I alone am responsible for ascertain any tax consequences
   of any contribution and/or withdrawal to or from my  account. I hereby
   authorize Firstar Trust Company at P.O. Box 2944, Milwaukee, WI 53201-2944,
   to act as custodian of my shares of the Nicholas fund(s) indicated above.

_______________________________________  ___________________________________
Signature of Beneficiary (or Person      Dated
Legally Responsible for the Beneficiary)      


H. ACCEPTANCE BY CUSTODIAN
   This application is hereby accepted by the Custodian, Firstar Trust Company.

______________________________________  ____________________________________
Signature                               Dated

  
TRANSFER FORM - NICHOLAS FAMILY OF FUNDS                                C
______________________________________________________________________________
INSTRUCTIONS:
Use this form to transfer assets of an existing IRA or employer retirement
plan to a plan with the NICHOLAS FAMILY OF FUNDS.

If you are opening a new account, the appropriate Nicholas application
form MUST accompany this form. Do NOT retain a copy of this form.

Transactions that constitute a rollover or a distribution from an
employer-sponsored plan will result in tax reporting to the IRS.

Please be aware that your resigning trustee/custodian may impose a fee
or penalty, and may require additional documentation. Consult your
resigning trustee/custodian to see if they require a signature guarantee
by a commercial bank or NYSE member. Most trustees/custodians WILL REQUIRE
it to process a direct transfer.

Fill in ALL of the information in Section I (A & B). Incomplete forms will
delay your transfer. Including a copy of your latest statement may assist
us with this transfer. Mail this form with your application (Form A or B)
in the enclosed envelope to:

FIRSTAR TRUST COMPANY, P.O. Box 2944, Milwaukee, WI 53201-2944.

We will contact your current trustee/custodian and handle the transfer for
you. Nicholas Family of Funds will send you confirmation when the transfer
is complete and your funds are invested.

SECTION I.

A. _________________________________    ___________________________________
   Name of owner (or person legally     name of resigning trustee/custodian
   responsible - Education IRA only)      

   _________________________________    ___________________________________
   street address                       resigning fund name (if applicable)

   __________________________________   ___________________________________
   city             state         zip   resigning account number

   __________________________________   ___________________________________
   daytime phone number                 address of resigning trustee/custodian

   ______________________  __________   ___________________________________
   social security number  date of birth   city        state          zip

Attention: Retirement Plan Department
__ Transfer on receipt of this request __ Transfer on maturity date of_________

Please accept this authorization to sell and transfer the sum of
     __All of my assets    $______ of assets in the above mentioned
     account and prepare a check made payable to the NICHOLAS FAMILY OF FUNDS.

The resigning trustee/custodial account is (choose one):
__Traditional IRA        __ SEP IRA     __Master Retirement Plan/Profit Sharing
__Contributory Roth IRA  __ SAR-SEP IRA __Master Retirement Plan/Money Purchase
__Conversion Roth IRA for tax year  __5304-SIMPLE IRA
__Other Employer-Sponsored Retirement Plan   __Education IRA



It is my intention to transfer these assets to the Nicholas Family of Funds as
(choose one):
__Traditional IRA        __ SEP IRA     __Master Retirement Plan/Profit Sharing
__Contributory Roth IRA  __ SAR-SEP IRA __Master Retirement Plan/Money Purchase
__Conversion Roth IRA for tax year  __5304-SIMPLE IRA
__Other Employer-(from employer plan)   __Education IRA

If I am over 70 1/2, I certify that none of the amount transferred will include
the required minimum distribution per the Internal Revenue Code for the current
year.

_____________________________   _______________
signed                          dated

______________________________________________________________________________
signature guarantee if required by resigning trustee/custodian

B.   PLEASE CHECK

This is a new account for:
__Nicholas Fund __ Nicholas II __Nicholas Limited Edition*
__Nicholas Equity Income Fund  __Nicholas Income Fund
__Nicholas Money Market Fund

__Deposite to my existing Nicholas retirement account________________________
                                                      account number         

*Nicholas Limited Edition has a limited number of shares for sale.
 The Fund may be closed at the time assets are received. A Nicholas
 Money Market account will be established if Nicholas Limited Edition
 is closed. Call Nicholas Family of Funds at 1-8O0-227-5987 to check
 on the availability of Nicholas Limited Edition shares.
______________________________________________________________________________
SECTION II. (To be completed by the Firstar Trust Company - trustee/custodian
             for the Nicholas Family of Funds)

Custodian:
We have been requested to send you a letter of acceptance in order to transfer
the assets of the above mentioned account for deposit to the NICHOLAS FAMILY 
OF FUNDS. To ensure proper crediting, please return the check made payable to
NICHOLAS FAMILY OF FUNDS for the benefit of the individual named above.

Mail to: Nicholas Family of Funds, Firstar Trust Company, P.0. Box 2944,
         Milwaukee, WI 53201-2944.

Please include a copy of this form to identify the check as a transfer of
assets. This is to be executed as a fiduciary to fiduciary transfer so as
not to put the plan participant in actual or constructive receipt of all
or any part of the transferred assets.

Tax reporting will be issued on transactions between Traditional IRA and
Conversion Roth IRA accounts and between Master Retirement Plan/Employer-
Sponsored Retirement Plan accounts and Traditional IRA accounts.

Thank you for your prompt attention to this matter.

_____________________________________    ____________________________________
dated                                    authorized signature

SUBMIT THIS FORM INTACT TO: Nicholas Family of Funds
                            c/o Firstar Trust Company
                            P.O. Box 2944, Milwaukee, WI 53201-2944
2/98                        800-544-6547   414-276-0535
  
  


NICHOLAS FAMILY OF FUNDS


Dear Investor:

   Enclosed  is the Master Retirement Plan package  for  the
   Nicholas  Master  Retirement  Profit  Sharing  and  Money
   Purchase plans.

   The  Internal Revenue Service has issued opinion  letters
   approving  the form of these plans. The Internal  Revenue
   Service  has categorized the Nicholas Profit Sharing  and
   Money  Purchase plans as "standardized," "paired"  plans.
   As  a  result, the individual employer-sponsors  are  not
   required to apply by submitting Form 5307 to the Internal
   Revenue Service for a determination letter with regard to
   the employer's participation in the plans unless:

   1.  The  employer ever maintained another qualified  plan
   for one or more employees who are covered by the Nicholas
   Plans,  other  than a specified paired  plan  within  the
   meaning  of  Section 7 of Rev. Proc. 89-9, 1989-6  I.R.B.
   14; or

   2.  After  December  31,1985, the  employer  maintains  a
   welfare  benefit  fund defined in Internal  Revenue  Code
   Section  419(e),  which provides post-retirement  medical
   benefits allocated to separate accounts for key employees
   as defined in Code Section 419(A)(d)(3).

   If  either  of  the two exceptions applies, the  employer
   should  request a determination letter as to whether  the
   Nicholas  Plan,  considered with  all  related  qualified
   plans   and,  if  appropriate,  welfare  benefit   funds,
   satisfies the requirements of the Internal Revenue Code.

   An  employer  who does not fall within  one  of  the  two
   exceptions who adopts one of the Nicholas Plans  will  be
   considered  to have a plan qualified under  Code  Section
   401  (a) provided all the terms of the plan are followed,
   and  the  eligibility requirements and contributions  are
   not   more  favorable  for  officers,  owners  or  highly
   compensated employees than for other employees.

   Employers  must  provide  notice  of  the  adoption   (or
   amendment)  of the Nicholas Plan(s), or if applicable  as
   described   above,  of  the  intent  to   apply   for   a
   determination letter; to interested parties in accordance
   with  the requirements of Sections 16, 17 and 18  of  IRS
   Revenue   Procedure  94-6  (or  of  any  subsequent   IRS
   pronouncement   which  may  modify  or  supersede   these
   sections of Rev. Proc. 94-6).

   We  have  enclosed a copy of the Internal Revenue Service
   opinion letters together with the Basic Plan Document and
   all  related  documents which have been approved  by  the
   Internal  Revenue Service. Employers should complete  and
   submit  separate Participation Agreements for the  profit
   sharing  plan  and  the  money  purchase  plan.  We  have
   enclosed both Participation Agreements for your  use.  Of
   course, if you intend to participate in only one  of  the
   two  plans,  your  should complete and  return  only  the
   Participation Agreement for that plan.

   We  would  like to remind all employers that the Nicholas
   Company  does  not provide plan administration  forms  or
   services.  Forms necessary for plan administration  (such
   as  a summary Plan Description, if necessary, Beneficiary
   Designations and Benefit Election and Distribution Forms)
   must   be   provided  by  the  employer  or  other   plan
   administrator designated by the employer, and  should  be
   prepared  in  consultation with legal counsel  to  ensure
   compliance with the requirements of the Internal  Revenue
   Code and ERISA.

   We  have enclosed for all employers an explanation of the
   Nicholas Master Retirement Plan which answers some of the
   most  frequently asked questions. Please keep  this  form
   for  your  reference. Also enclosed is a brief  checklist
   for  your use along with a list of custodian fees. If not
   separately  included, all fees will be  deducted  equally
   from each account.

   If   you  have  any  questions  after  looking  over  the
   information enclosed, you should contact me at
      (414) 272-6133.


                         NICHOLAS FAMILY OF FUNDS


Candace L. Lesak
                                    Vice-President

                                                  12/94



NICHOLAS MASTER RETIREMENT PLAN
FOR SELF-EMPLOYED INDIVIDUALS
As Amended to January 1, 1989
Basic Plan Document Number 01





                          SECTION 1
                              
                           PURPOSE

This  Master Plan has been established by Nicholas  Company,
inc.,  for use by self-employed individuals and partnerships
who  wish to establish retirement plans which qualify  under
the Self-Employed Individuals Tax Retirement Act of 1962, as
amended, and the Employee Retirement income Security Act  of
1974.


                          SECTION 2
                              
                         DEFINITIONS
                              
  The  following words and terms as used herein  shall  have
the following meanings:
     
(a)  BENEFICIARY  shall  mean the  person  designated  by  a
Participant   as   his   beneficiary  on   the   Beneficiary
Designation  Form,  or in the absence  thereof,  the  person
designated  in accordance with the procedure established  by
Section  7.5.  Any  designation of a non-spouse  Beneficiary
shall   be  automatically  revoked  upon  the  marriage   or
remarriage of a Participant, and the designation of any non-
spouse  Beneficiary  which  has not  been  consented  to  in
writing   by  the  Participant's  spouse  on  a  Beneficiary
Designation  Form  provided by the Plan Administrator  shall
also be automatically evoked.
     (b)   BENEFICIARY  DESIGNATION  Form  shall  mean   the
   instrument  by  which  the  Participant  designates   his
   beneficiary.
     (c)   BREAK  IN  SERVICE  shall  occur  in  any  twelve
   consecutive  month period (computation  period)  used  to
   compute a Year of Service under Section 2(ff) in which  a
   Participant  has not accumulated more than  five  hundred
   (500)  Hours of Service. A one (1) year Break in  Service
   will  not  be  deemed to have occurred during  the  first
   computation period that the Participant failed to earn at
   least five hundred and one (501) Hours of Service because
   of  (i)  pregnancy of the Participant, (ii)  birth  of  a
   child of the Participant, (iii) placement of a child  for
   adoption with the Participant, or (iv) caring for a child
   during  the period immediately following such a birth  or
   placement. A Participant who takes a leave of absence for
   one  of the above reasons shall certify on such forms  as
   are provided by the Plan Administrator that the leave was
   taken for one of the above reasons and shall supply  such
   supporting  documentation  as  shall  be  required  under
   uniform rules adopted by the Plan Administrator.
     (d)  CODE shall mean the Internal Revenue Code of  1986
   and amendments thereto.
     (e)  COMPENSATION, as elected by the  Employer  in  the
   Participation   Agreement,  shall  mean   all   of   each
   Participant's  (i) W-2 earnings or (ii) compensation  (as
   that  term is defined in section 415(c) (3) of the Code).
   For  any Self-Employed Individual covered under the Plan,
   Compensation will mean Earned Income. Compensation  shall
   include only that compensation which is actually paid  to
   the  Participant during the Applicable Period. Except  as
   provided  elsewhere in this Plan, the  Applicable  Period
   shall  be  the  period  elected by the  Employer  in  the
   Participation   Agreement  if  the  Employer   makes   no
   election, the Applicable Period shall be the Plan Year.
     Notwithstanding the above, if elected by  the  Employer
   in   the  Participation  Agreement,  Compensation   shall
   include  any amount which is contributed by the  Employer
   pursuant to a salary reduction agreement and which is not
   includible  in  the  gross income of the  Employee  under
   Sections 125, 402(a) (8), 402(h) or 403(b) of the Code.
     If   the  above  definition  of  Compensation  replaces
   another  definition of Compensation under the  Employer's
   Plan  and  is  being  adopted as part of  the  Employer's
   amendment  of its plan to comply with the Tax Reform  Act
   of  1986, the above definition of Compensation shall take
   effect  as of the first day of the first Plan Year  after
   the  Plan  Year  in which the amendment is  adopted.  The
   following  limitation, however, is effective  January  1,
   1989.
     The  annual Compensation of each Participant taken into
   account  under  the Plan for any year  shall  not  exceed
   $200,000,  as adjusted by the Secretary at the same  time
   and  in  the same manner as under Section 415 (d) of  the
   Code.  In  determining the Compensation of a  Participant
   for purposes of this limitation, the rules of Section 414
   (q)(6)  of the Code shall apply, except in applying  such
   rules, the term "family" shall include only the spouse of
   the   Participant  and  any  lineal  descendants  of  the
   Participant who have not attained age 19 before the close
   of  the year. If, as a result of the application of  such
   rules the adjusted $200,000 limitation is exceeded,  then
   the  limitation  shall  be prorated  among  the  affected
   individuals  in  proportion  to  each  such  individual's
   Compensation  as determined under this Section  prior  to
   the application of this limitation.
     OBRA  '93  COMPENSATION LIMIT:  In  addition  to  other
   applicable  limitations  set  forth  in  the  Plan,   and
   notwithstanding any other provision of the  Plan  to  the
   contrary for Plan Years beginning on or after January  1,
   1994, the annual Compensation of each Employee taken into
   account  under  the Plan shall not exceed  the  OBRA  '93
   Annual   Compensation   Limit.  The   OBRA   '93   Annual
   Compensation  Limit  is  $150,000,  as  adjusted  by  the
   Commissioner  for  increases in the  cost  of  living  in
   accordance  with  Section 401(a)(17)(B) of  the  Internal
   Revenue Code. The cost-of-living adjustment in effect for
   a  calendar  year applies to any period not exceeding  12
   months,    over   which   Compensation   is    determined
   (determination  period) beginning in such calendar  year.
   If  a  determination period consists  of  fewer  than  12
   months,  the OBRA '93 Annual Compensation Limit  will  be
   multiplied by a fraction, the numerator of which  is  the
   number  of  months in the determination period,  and  the
   denominator of which is 12.
     For  Plan Years beginning on or after January 1,  1994,
   any  reference  in  this  Plan to  the  limitation  under
   Section  401(a)(17) of the Code shall mean the  OBRA  '93
   Annual Compensation Limit set forth in this provision.
     If  Compensation for any prior determination period  is
   taken  into account in determining an employee's benefits
   accruing  in the current Plan Year, the Compensation  for
   that  prior determination period is subject to  the  OBRA
   '93  Annual  Compensation Limit in effect for that  prior
   determination period. For this purpose, for determination
   periods beginning before the first day of the first  Plan
   Year beginning on or after January 1, 1994, the OBRA  '93
   Annual Compensation Limit is $150,000.
     (f)  CUSTODIAL  AGREEMENT  shall  mean  the  instrument
   attached hereto, as amended from time to time subject  to
   the  conditions  of Section 13A of the  Plan,  which  the
   Employer shall be deemed to have adopted by executing the
   Participation Agreement.
     (g)  CUSTODIAN  shall  mean  the  bank  designated   as
   Custodian   under  the  Custodial  Agreement,   and   any
   successor  thereto. The Custodian shall  be  a  fiduciary
   under the Employee Retirement income Security Act of 1974
   (hereinafter referred to as "ERISA").
     (h) EARNED INCOME shall mean the net earnings from self-
   employment in the trade or business with respect to which
   the  Plan is established, for which personal services  of
   the  individual  are a material income-producing  factor.
   Net  earnings will be determined without regard to  items
   not included in gross income and the deductions allocable
   to  such items. Net earnings are reduced by contributions
   by  the  Employer  to  a qualified  plan  to  the  extent
   deductible  under Section 404 of the Code.  Net  earnings
   shall  be determined with regard to the deduction allowed
   to  the  Employer  by Section 164 (f)  of  the  Code  for
   taxable years beginning after December31, 1989.
     (i)  EMPLOYEE  shall mean any employee of the  Employer
   maintaining the Plan or f any other employer required  to
   be  aggregated with such Employer under Sections  414(b),
   (c), (m) or (o) of the Code. The term Employee shall also
   include  any Leased Employee deemed to be an employee  of
   any  employer described in the previous sentence  as  pro
   vided in Sections 414 (n) or (o) of the Code.
     
     (j)  EMPLOYER  shall mean the individual proprietor  or
   partnership that establishes or maintains the  Plan,  any
   "Affiliated   Employer"  and  any   successor   of   such
   establishing Employer.
     "Affiliated Employer" shall mean any corporation  which
   is  a  member  of a controlled group of corporations  (as
   defined in Section 414(b) of the Code) which includes the
   Employer;   any  trade  or  business  (whether   or   not
   incorporated) which is under common control  (as  defined
   in  Section  414(c) of the Code) with the  Employer;  any
   organization  (whether or not incorporated)  which  is  a
   member  of  an  affiliated service group (as  defined  in
   Section  414(m) of the Code) which includes the Employer;
   and  any other entity required to be aggregated with  the
   Employer pursuant to regulations under Section 414(o)  of
   the Code.
     (k)  FIVE PERCENT OWNER shall mean any person who  owns
   (or  is  considered to own within the meaning of  Section
   318 of the Code) five percent (5%) or more of the capital
   or profits interest in the Employer.
     (1)  HIGHLY  COMPENSATED EMPLOYEE shall include  highly
   compensated   active  Employees  and  highly  compensated
   former Employees.
     A  highly  compensated  active  Employee  includes  any
   Employee who performs service for the Employer during the
   determination  year and who, during the  look-back  year:
   (i) received compensation from the Employer in excess  of
   $75,000  (as adjusted pursuant to Section 415(d)  of  the
   Code);  (ii)  received compensation from the Employer  in
   excess of $50,000 (as adjusted pursuant to Section 415(d)
   of  the Code) and was a member of the top paid group  for
   such  year;  or (iii) was an officer of the Employer  and
   received  compensation during such year that  is  greater
   than  50 percent of the dollar limitation in effect under
   Section 415 (b) (1) (A) of the Code.
     The term Highly Compensated Employee also includes:
   (i)  Employees  who are both described in  the  preceding
   sentence  if the term "determination year" is substituted
   for the term "look-back year" and the Employee is one  of
   the 100 Employees who received the most compensation from
   the  Employer  during the determination  year;  and  (ii)
   Employees who are Five Percent Owners at any time  during
   the look- back year or determination year.
     If   no   officer   has  satisfied   the   compensation
   requirement of sub paragraph (iii) above during either  a
   determination  year or look-back year, the  highest  paid
   officer  for  such  year shall be  treated  as  a  Highly
   Compensated Employee.
     For  this purpose, the determination year shall be  the
   Plan  Year.  The look-back year shall be the twelve-month
   period immediately preceding the determination year.
     A  highly  compensated  former  Employee  includes  any
   Employee  who  separated from service (or was  deemed  to
   have separated) prior to the determination year, performs
   no  service  for  the Employer during  the  determination
   year,  and  was a highly compensated active Employee  for
   either  the  separation  year or any  determination  year
   ending on or after the Employee's 55th birthday.
     
     If an Employee is, during a determination year or look-
   back year, a family member of either a Five Percent Owner
   who   is  an  active  or  former  Employee  or  a  Highly
   Compensated  Employee who is one of the  10  most  highly
   compensated Employees ranked on the basis of compensation
   paid  by  the Employer during such year, then the  family
   member  and  the  Five Percent Owner  or  top-ten  highly
   compensated Employee shall be aggregated. In  such  case,
   the  family  member  and Five Percent  Owner  or  top-ten
   highly  compensated Employee shall be treated as a single
   Employee receiving compensation and Plan contributions or
   benefits  equal  to  the  sum of  such  compensation  and
   contributions or benefits of the family member  and  Five
   Percent Owner or top-ten highly compensated Employee. For
   purposes  of  this  section, family member  includes  the
   spouse, lineal ascendants and descendants of the Employee
   or  former  Employee  and  the  spouses  of  such  lineal
   ascendants and descendants.
     The  determination  of  who  is  a  Highly  Compensated
   Employee, including the determinations of the number  and
   identity of Employees in the top-paid group, the top  100
   Employees,  the number of Employees treated  as  officers
   and the compensation that is considered, will be made  in
   accordance  with  Section 414(q)  of  the  Code  and  the
   regulations thereunder.
       (m) HOUR OF SERVICE shall mean:
          (i)  Each  hour for which an Employee is paid,  or
       entitled  to payment, for the performance  of  duties
       for the Employer. These hours will be credited to the
       Employee  for  the computation period  in  which  the
       duties are per- formed; and
          (ii)  Each hour for which an Employee is paid,  or
       entitled to payment, by the Employer on account of  a
       period  of  time during which no duties are performed
       (irrespective of whether the employment  relationship
       has  terminated)  due to vacation, holiday,  illness,
       incapacity (including disability), layoff, jury duty,
       military  duty or leave of absence. No more than  501
       hours   of  service  will  be  credited  under   this
       paragraph  for any single continuous period  (whether
       or  not  such  period occurs in a single  computation
       period).   Hours   under  this  paragraph   will   be
       calculated and credited pursuant to Section 2530.200b-
       2  of  the  Department of Labor Regulations which  is
       incorporated herein by this reference; and
       (iii)  Each hour for which back pay, irrespective  of
       mitigation of damages, is either awarded or agreed to
       by  the Employer. The same hours of service will  not
       be   credited   both   under  subparagraph   (i)   or
       subparagraph (ii), as the case may be, and under this
       subparagraph (iii). These hours will be  credited  to
       the Employee for the computation period or periods to
       which the award or agreement pertains rather than the
       computation  period in which the award, agreement  or
       payment is made.
       
     Hours  of service will be credited for employment  with
other  members of an affiliated service group (under Section
414(m)  of  the  Code), a controlled group  of  corporations
(under Section 414(b) of the Code), or a group of trades  or
businesses under common control (under Section 414(c) of the
Code)  of which the adopting Employer is a member,  and  any
other  entity  required to be aggregated with  the  Employer
pursuant  to  Section 414(o) of the Code and the regulations
thereunder.
   Hours of service will also be credited for any individual
considered  an  Employee for purposes  of  this  Plan  under
Section  414(n)  or  Section 414(o)  of  the  Code  and  the
regulations thereunder.
   Solely  for  purposes of determining whether a  Break  in
Service,  as  defined in Section 2(c),  has  occurred  in  a
computation  period, an individual who is absent  from  work
for  maternity or paternity reasons shall receive credit for
the  Hours  of  Service  which  would  otherwise  have  been
credited to such individual but for such absence, or in  any
case  in  which such hours cannot be determined,  eight  (8)
Hours  of  Service per day of such absence. For purposes  of
this  paragraph,  an  absence from  work  for  maternity  or
paternity  reasons means an absence (i)  by  reason  of  the
pregnancy of the individual, (ii) by reason of a birth of  a
child of the individual, (iii) by reason of the placement of
a  child with the individual in connection with the adoption
of  such  child by such individual, or (iv) for purposes  of
caring  for  such  child for a period beginning  immediately
following  such  birth  or placement The  Hours  of  Service
credited under this paragraph shall be credited (i)  in  the
computation  period  in  which the  absence  begins  if  the
crediting is necessary to prevent a Break in Service in that
period,  or  (ii)  in  all  other cases,  in  the  following
computation period.
   (n)  INVESTMENT COMPANY shall mean an investment  company
as  defined  in  Internal Revenue Code Section  851(a),  for
which Nicholas Company, Inc. serves as an investment adviser
and  which  has agreed to offer shares for investment  under
this  Plan.  Investment Company Shares or Shares shall  mean
shares of capital stock of the Investment Company.
   (o)  KEY  EMPLOYEE  shall  mean any  Employee  or  former
Employee (and the Beneficiaries of such Employee) who at any
time  during the Determination Period was an officer of  the
Employer if such individual's Annual Compensation exceeds 50
percent  of the dollar limitation under Section 415(b)(1)(A)
of  the Code, an owner (or considered an owner under Section
318  of the Code) of one of the ten largest interests in the
Employer  if  such  individual's  compensation  exceeds  100
percent  of the dollar limitation under Section 415(c)(l)(A)
of  the Code, a Five Percent owner of the Employer, or a one
percent owner of the Employer who has an Annual Compensation
of   more   than   $150,000.   Annual   Compensation   means
compensation  as defined in Section 415(c)(3) of  the  Code,
but  including amounts contributed by the Employer  pursuant
to  a  salary reduction agreement which are excludible  from
the  Employee's  gross  income under  Section  125,  Section
402(a)  (8), Section 402(h) or Section 403(b) of  the  Code.
The  Determination  Period is the Plan Year  containing  the
Determination  Date and the four (4) preceding  Plan  Years.
The  determination of who is a Key Employee will be made  in
accordance  with  Section 416(i)(1)  of  the  Code  and  the
regulations thereunder.
   The  Determination Date for any Plan Year  subsequent  to
the  first  Plan Year is the last day of the preceding  Plan
Year. For the first Plan Year of the Plan, the Determination
Date is the last day of that year.
   (p) LEASED EMPLOYEE shall mean any person (other than  an
employee  of  the  recipient) who pursuant to  an  agreement
between   the  recipient  and  any  other  person  ("leasing
organization") has performed services for the recipient  (or
for  the  recipient  and  related persons  deter-  mined  in
accordance  with  Section  414(n)(6)  of  the  Code)  on   a
substantially full time basis for a period of at  least  one
year, and such services are of a type historically performed
by   employees  in  the  business  field  of  the  recipient
employer.  Contributions  or  benefits  provided  a   leased
employee  by the leasing organization which are attributable
to  services performed for the recipient employer  shall  be
treated as provided by the recipient employer.
   A  leased employee shall not be considered an employee of
the  recipient if: (i) such employee is covered by  a  money
purchase   pension  plan  providing:  (A)  a   nonintegrated
employer contribution rate of at least ten percent (10%)  of
compensation, as 4efined in Section 415(c)(3) of  the  Code,
but  including  amounts contributed  pursuant  to  a  salary
reduction agreement which are excludable from the employee's
gross  income under Section 125, Section 402(a)(8),  Section
402(h)   or  Section  403(b)  of  the  Code,  (B)  immediate
participation, and (C) full and immediate vesting; and  (ii)
leased  employees do not constitute more than twenty percent
(20%) of the recipient's nonhighly compensated workforce.
   (q)   MONEY  PURCHASE  ACCOUNT  shall  mean  the  account
established  and maintained by the Custodian  under  Section
5.1   of  the  Plan  consisting  of  that  portion  of   all
contributions of the Employer under the Money Purchase  Plan
Participation Agreement.
   (r)  NET INCOME OF THE EMPLOYER shall mean the net income
   determined  from the Employer's books in accordance  with
   generally  accepted  accounting  principles,  but  before
   deduction  for  state  and  federal  net  income   taxes,
   surtaxes and excess profits taxes and contributions under
   this  Plan, or under any other pension or retirement plan
   to which the Employer contributes.
   (s) NON-OWNER PARTNER shall mean a partner who is not  an
Owner or self-employed Individual.
   (t)      NORMAL RETIREMENT AGE shall be the age  selected
in  the Participation Agreement. If the Employer enforces  a
mandatory retirement age, the Normal Retirement Age  is  the
lesser  of  the  mandatory age or the age specified  in  the
Participation Agreement.
   (u)  OWNER shall mean a person who is the sole proprietor
of the Employer or a partner having an interest of more than
10% in the capital or profits of the Employer.
   (v)  PARTICIPANT shall mean an Employee who has satisfied
the  participation requirements established under Section  3
of this Plan.
   (w)  PARTICIPANT'S  ACCOUNT  AND/OR  PARTISIPANT  ACCOUNT
shall mean the individual investment accounts maintained  by
the   Custodian  pursuant  to  Section  5  containing   each
Participant's entire interest in the Plan.
   (x) PARTICIPATION AGREEMENT shall mean the instruments by
which the Employer adopts the Plan.
   (y)  PLAN shall mean the Nicholas Master Retirement  Plan
for  Self- Employed Individuals set forth herein, as it  may
be amended from time to time.
   (z)  PLAN  ADMINISTRATOR shall mean the  Employer  unless
other-  wise  indicated in Paragraph 6 of the  Participation
Agreement.  The  Plan  Administrator  shall  be  the   named
fiduciary under ERISA.
   (aa) PLAN YEAR means the calendar year.
   (bb)  PROFIT  SHARING  ACCOUNT  shall  mean  the  account
established  and maintained by the Custodian  under  Section
5.1 of the Plan consisting of that portion of the Employer's
contributions  under the Profit Sharing  Plan  Participation
Agreement.
   (cc)  ROLLOVER CONTRIBUTION ACCOUNT shall mean an account
established  and maintained by the Custodian under  Sections
4.6   and  5.1  of  the  Plan  consisting  of  any  rollover
contributions of the Participant as described in Section 4.6
of  the Plan. An ADEC Rollover Account shall mean a separate
Rollover  Contribution Account consisting solely of  amounts
which     represent    accumulated    deductible    employee
contributions  within the meaning of Section 72(o)(5)(B)  of
the Code.
   (dd)  SELF-EMPLOYED INDIVIDUAL shall mean  an  individual
who has Earned Income for the taxable year from the trade or
business  for  which  the  Plan  is  established;  also   an
individual who would have had Earned Income but for the fact
that  the  trade  or  business had no net  profits  for  the
taxable year.
   (ee)  VOLUNTARY  CONTRIBUTION  ACCOUNT  shall  mean   the
account  established and maintained by the  Custodian  under
Section   5.1  of  the  Plan  consisting  of  the  voluntary
contributions made by each Participant.
   (ff)  YEAR  OF SERVICE shall mean a l2 consecutive  month
period (computation period), computed with reference to  the
Employee's  date  of  employment or  anniversaries  thereof,
during which the Employee has completed at least 1000  Hours
of Service (or such lesser number of Hours of Service as the
Employer designates in the Participation Agreement).
   (gg) YEARS OF CREDITED SERVICE shall mean the total Years
of  Service  of an Employee; provided that Years of  Service
accumulated prior to a Break in Service shall not  be  given
credit  in  determining  Years of Credited  Service  for  an
Employee   who   has   not   satisfied   the   participation
requirements  established under Section 3 of this  Plan.  In
the  event  the Employer maintains the plan of a predecessor
Employer,  service for such predecessor shall be treated  as
service for the Employer.
                              
                          SECTION 3
                              
                        PARTICIPATION

     3.1 AN EMPLOYEE WHO HAS COMPLETED THE MINIMUM NUMBER OF
YEARS  OF  CREDITED  SERVICE AND  REACHED  THE  MINIMUM  AGE
REQUIRED UNDER SECTION 3(A)(I) AND (II) OF THE PARTICIPATION
AGREEMENT SHALL BECOME A PARTICIPANT ON THE FIRST DAY OF THE
PLAN  YEAR DURING WHICH HE OR SHE MEETS THE SERVICE AND  AGE
REQUIREMENTS. A FORMER PARTICIPANT WILL BECOME A PARTICIPANT
IMMEDIATELY UPON RETURNING TO THE EMPLOY OF THE EMPLOYER.
      3.2   If  this Plan provides contributions or benefits
for  one  or  more Owners who control both the business  for
which  this Plan is established and one or more other trades
or  businesses, this Plan and the plan established for  such
other  trades or businesses must, when looked at as a single
plan,  satisfy Sections 401(a) and (d) of the Code  for  the
Employees of this and all other trades or businesses.
     If this Plan provides contributions or benefits for one
or  more  Owners  who control one or more  other  trades  or
businesses, the Employees of the other trades or  businesses
must  be included in a plan which satisfies Section 401  (a)
and  (d)  of  the Code and which provides contributions  and
benefits  not less favorable than provided for  such  Owners
under this Plan.
   If  an  individual is covered as an Owner under the plans
of two or more trades or businesses which are controlled and
such  individual  controls a trade  or  business,  then  the
contributions or benefits of the Employees under the plan of
the  trades  or businesses which are controlled must  be  as
favorable as those provided for him under the most favorable
plan of the trade or business which is not controlled.
   For purposes of the preceding paragraphs, an Owner or two
or  more  Owners shall be considered to control a  trade  or
business if such Owner or such two or more Owners together:
     (i)  own the entire interest in an unincorporated trade
or business, or
     (ii)  in the case of a partnership, own more than fifty
percent  (50%) of either the capital interest or the profits
interest in such partnership.
     For  purposes of the preceding sentence, an  Owner,  or
two  or  more Owners shall be treated as owning any interest
in  a partnership which is owned, directly or indirectly, by
a  partnership which such Owner, or such two or more Owners,
are   considered  to  control  within  the  meaning  of  the
preceding sentence.
     3.3 In the event a Participant is no longer a member of
an  eligible  class of Employees and becomes  ineligible  to
participate  but has not incurred a Break in  Service,  such
Employee will participate immediately upon returning  to  an
eligible  class of Employees. If such Participant  incurs  a
Break  in Service, eligibility will be determined under  the
Break in Service rules of the Plan.
     In  the  event  an Employee who is not a member  of  an
eligible  class of Employees becomes a member of an eligible
class,  such Employee will participate immediately  if  such
Employee   has  satisfied  the  minimum  age   and   service
requirements  and would have otherwise previously  become  a
Participant
                              
                          SECTION 4
                        CONTRIBUTIONS
                              
     4.1  The Employer shall make contributions as set forth
in  paragraph 5 of the Participation Agreement  and  deliver
the  contributions to the Custodian not later than  the  due
date  for filing the Employer's income tax return, including
extensions thereof. All contributions shall be in cash.
In  the case of contributions to Profit Sharing Accounts, if
the   Employer  has  elected  in  paragraph  5(b)   of   the
Participation Agreement to have this provision  apply,  then
notwithstanding any other provisions of the  Plan,  Employer
contributions for Plan Years specified in paragraph 5(b)  of
the  Participation  Agreement shall  be  made  to  the  Plan
without  regard  to  current  or  accumulated  earnings  and
profits for the taxable year or years ending with or  within
such  Plan  Year. The Plan with respect to which the  Profit
Sharing  Account is maintained shall continue to be designed
to qualify as a profit sharing plan for purposes of Sections
401(a), 402, 412 and 417 of the Code. In the absence of such
an   election,  Employer  contributions  to  Profit  Sharing
Accounts  shall  be made out of current or  accumulated  Net
Income.
   4.2  Except  as  otherwise provided below,  the  Employer
contributions allocated on behalf of any Participant who  is
not  a Key Employee for any Plan Year shall not be less than
the  lesser  of  three  percent (3%) of  such  Participant's
Compensation  or  in  the case where  the  Employer  has  no
defined  benefit plan which designates this Plan to  satisfy
Section  401 of the Code, the largest percentage of Employer
contributions, as a percentage of the first $200,000 of  the
Key  Employee's Compensation, allocated on behalf of any Key
Employee for that year. The minimum allocation is determined
without  regard  to  any Social Security  contribution.  For
purposes  of  computing the minimum allocation, Compensation
shall  mean Compensation as defined in Section 2(e)  of  the
Plan. This Section shall not apply to any Participant to the
extent  the Participant is covered under any other  plan  or
plans  of  the  Employer and the Employer  has  provided  in
paragraph 13 of the Participation Agreement that the minimum
allocation or benefit requirement will be met in  the  other
plan or plans.
   4.3  During any Plan Year prior to January 1,  1988,  any
Participant may voluntarily contribute to the Plan an amount
equal to not more than ten percent (10%) of his Compensation
or  Earned  Income. This limitation applies in the aggregate
to voluntary contributions by any Participant to two or more
plans maintained by the same Employer.
   If  an  Owner  is  covered under any other  self-employed
retirement plan qualified under Section 401 of the  Internal
Revenue Code to which he makes voluntary contributions,  the
total   amount  of  voluntary  contributions  to  all   such
qualified  plans shall be taken into account in  determining
the maximum voluntary contributions for such Owner under the
preceding paragraph.
   This    Plan   will   not   accept   voluntary   Employee
contributions  for Plan Years beginning after  December  31,
1987.  Employee contributions for Plan Years beginning after
December  31,  1986,  will be limited  so  as  to  meet  the
nondiscrimination test of Section 401(m) of the Code.
   4.4 A Participant may at any time withdraw the amount  of
his  Voluntary  Contributions  Account,  provided  that  the
entire amount in such Voluntary Contributions Account (based
upon  the  published market value of the Investment  Company
shares  on  the  close  of trading on  the  day  before  the
withdrawal is accomplished) is withdrawn at such  time,  and
also provided that if the Participant is married, his or her
spouse   consents   in  writing  to  the   withdrawal.   Any
Participant  who  shall  elect  to  withdraw  his  voluntary
contributions  shall  not  be  permitted  to  make   further
voluntary contributions for a period of one year.
   4.5  Except as provided in Section 6.1 of this  Plan  and
Section  4.3  of  the Custodial Agreement, no  contributions
made  by  the Employer nor any assets held by the  Custodian
shall  ever  revert to the Employer or ever be  diverted  to
purposes  other  than  for  the  exclusive  benefit  of  the
Participants and their beneficiaries.
   4.6 An Employee may transfer to the Plan accrued benefits
attributable  to employer contributions, or  to  accumulated
deductible  employee  contributions within  the  meaning  of
Section  72(o)(5)(B) of the Code, from  another  plan  which
meets  the  requirements  of Section  401(a)  of  the  Code,
provided  that  the distribution of such benefits  qualifies
under the requirements of Section 402(a)(5) of the Code  for
treatment  as  a  tax-flee rollover. The Plan  Administrator
shall   develop  such  procedures,  and  may  require   such
information  from  an  Employee  desiring  to  make  such  a
transfer,  as  the  Plan Administrator  deems  necessary  to
determine   that  the  proposed  transfer  will   meet   the
requirements  of  the  Code.  Upon  approval  by  the   Plan
Administrator the amount transferred shall be deposited with
the   Custodian  and  shall  be  credited  to   a   Rollover
Contribution Account, or in the case of amounts representing
accumulated  deductible  employee contributions  within  the
meaning of Section 72(o)(5)(B), to an ADEC Rollover Account,
which  shall be established and maintained by the  Custodian
for  that purpose. An Employee shall at all times have a one
hundred  percent  (100%)  vested interest  in  his  Rollover
Contribution Account or ADEC Rollover Account, but shall not
share  in Employer contributions hereunder by reason of  the
Employee's  Rollover Contribution Account or  ADEC  Rollover
Account  Subject to Section 7 relating to Joint and Survivor
Annuity  requirements (if applicable), the  Participant  may
withdraw  any part of the ADEC Rollover Account by making  a
written   application   to  the  Plan  Administrator.   Upon
termination   of  employment,  the  total  amount   of   the
Employee's  Rollover Contribution Account or  ADEC  Rollover
Account shall be distributed in accordance with Section 7.
                              
                          SECTION 5
                              
                   ACCOUNTS OF PARTICIPANT
                              
     5.1 The Custodian shall cause to be maintained for each
Participant  (a)  a  separate Profit Sharing  Account  which
shall  consist of that portion of all contributions  of  the
Employer   under   the   Employer's  Profit   Sharing   Plan
Participation  Agreement allocated to a Participant;  (b)  a
separate Money Purchase Account which shall consist of  that
portion  of  all  contributions of the  Employer  under  the
Employer's  Money  Purchase  Plan  Participation   Agreement
allocated   to  a  Participant;  (c)  a  separate  Voluntary
Contribution Account for the voluntary contributions made by
each  Participant;  and  (d) in the event  of  any  rollover
contributions as described in Section 4.6, separate Rollover
Contribution and/or ADEC Rollover Accounts for such rollover
contributions.
     5.2  Contributions by or on behalf of all  Participants
under the Plan shall be transferred to the Custodian by  the
Employer and shall be invested by the Custodian in whole  or
fractional  Investment  Company  Shares.  All  contributions
transferred to the Custodian shall be allocated, pursuant to
the  written  instructions  of  the  Plan  Administrator  as
provided  under  the  Custodial Agreement,  to  accounts  of
Employees eligible to participate in the Plan as defined  in
paragraph  3(a)  of  the Participation Agreement  (including
eligible Employees who have died or retired during such Plan
Year), provided that for the Plan Year beginning January  1,
1989, no such allocation shall be made to the account of any
Employee  (a  "1989 Terminee") who is otherwise eligible  to
participate  under  Paragraph  3(a)(i)  and  (ii)   of   the
Participation Agreement and who terminates employment during
such Plan Year (other than by reason of death or retirement)
and is not an Employee as of the last day of such Plan Year.
All   1989  Terminees  shall  nevertheless  be  treated   as
benefiting  under  the  Plan pursuant to  Proposed  Treasury
Regulations  Sections  1.401(a)(26)-8(b)(6)  and   1.410(b)-
10(b)(2). Employer contributions under Paragraph  5  of  the
Profit Sharing Plan Participation Agreement (Paired Plan 01-
001)  shall  be allocated to each Participant in  the  ratio
that   such   Participant's  Compensation   bears   to   the
Compensation  of  all  Participants. Employer  contributions
under   the  Money  Purchase  Plan  Participation  Agreement
(Paired  Plan 01-002) shall be allocated to each Participant
in  an  amount equal to the amount contributed on behalf  of
such  Participant under Paragraph 5(a) of the Money Purchase
Plan  Participation Agreement Each Participant shall  direct
the Plan Administrator as to the specific Investment Company
Shares to be purchased for the Participant's Account(s). The
Plan  Administrator shall then provide written  instructions
to  the  Custodian,  in form acceptable  to  the  Custodian,
designating  the specific Investment Company  Shares  to  be
purchased for each Participant's Account(s), as directed  by
the  Participant  All  income, dividends  and  capital  gain
distributions received on the Investment Company Shares held
in  each  Participant Account shall be  reinvested  in  such
Shares,  which  shall  be  credited  to  such  Account.  All
contributions  made by or on behalf of each Participant  and
all  investments  made  with  such  contributions,  and  the
earnings thereon, shall immediately become and at all  times
remain fully vested and nonforteitable.
   5.3  Investment Company Shares acquired by the  Custodian
   shall  be registered in the name of the Custodian or  its
   nominee.  The  Participant  for  whom  such  shares   are
   acquired shall be the beneficial owner of all such shares
   held in the Custodial Account and shall have the right to
   diect the manner of voting such stock.
   5.4  At  the  close of each calendar year  the  Custodian
   shall, taking into account the contributions during  said
   calendar  year, determine as of the end of such  calendar
   year the fair market value of each Participant account.
   5.5  In the event the Employer's plan fails to attain  or
   retain  its  status  as a qualified plan,  the  Custodian
   shall  segregate  the assets affected  thereby  from  the
   assets  of  the  master  custodial  account  as  soon  as
   administratively feasible.

                          SECTION 6
                              
                 LIMITATIONS ON ALLOCATIONS

   6.1 PARTICIPANTS NOT COVERED BY OTHER PLANS.
   
     (a) If the Participant does not participate in, and has
   never  participated in another qualified plan  maintained
   by  the Employer or a welfare benefit fund, as defined in
   Section 419(e) of the Cede maintained by the Employer, or
   an  individual  medical account, as  defined  in  Section
   415(1)(2) of the Code, maintained by the Employer,  which
   provides  an  Annual  Addition as defined  in  Subsection
   6.5(a) of this Plan, the amount of Annual Additions which
   may  be  credited  to the Participant's account  for  any
   Limitation Year will not exceed the lesser of the Maximum
   Permissible  Amount or any other limitation contained  in
   this  Plan.  If  the  Employer  contribution  that  would
   otherwise   be   contributed   or   allocated   to    the
   Participant's  account would cause the  Annual  Additions
   for the Limitation Year to exceed the Maximum Permissible
   Amount,  the  amount  contributed or  allocated  will  be
   reduced  so  that the Annual Additions for the limitation
   Year will equal the Maximum Permissible Amount
     (b)  Prior  to  determining  the  Participant's  actual
   Compensation  for the Limitation Year, the  Employer  may
   determine   the   Maximum  Permissible   Amount   for   a
   Participant  on the basis of a reasonable  estimation  of
   the  Participant's Compensation for the Limitation  Year,
   uniformly   determined  for  all  Participants  similarly
   situated.
     (c)  As soon as is administratively feasible after  the
   end  of  the  Limitation  Year, the  Maximum  Permissible
   Amount for the Limitation Year will be determined on  the
   basis  of the Participant's actual Compensation  for  the
   Limitation Year.
     (d) If pursuant to Subsection 6.1(c) there is an excess
   amount, the excess will be disposed of as follows:
       (i)     Any    nondeductible    voluntary    Employee
       contributions,  to the extent they would  reduce  the
       excess amount, will be returned to the Participant;
       (ii) If after the application of subparagraph (i)  an
       excess  amount  still exists, and the Participant  is
       covered  by  the  Plan at the end of  the  Limitation
       Year,  the excess amount in the Participant's account
       will  be  used  to reduce Employer contributions  for
       such  Participant  in the next Limitation  Year,  and
       each succeeding Limitation Year if necessary.
       (iii)  If after the application of paragraph  (i)  an
       excess  amount  still exists, and the Participant  is
       not  covered  by the Plan at the end of a  Limitation
       Year, the excess amount will be held unallocated in a
       suspense account The suspense account will be applied
       to  reduce  future  Employer  contributions  for  all
       remaining  Participants in the next Limitation  Year,
       and each succeeding Limitation Year if necessary.
       (iv)  If  a suspense account is in existence  at  any
       time  during  a  Limitation  Year  pursuant  to  this
       section,  the suspense account shall be  invested  by
       the  Custodian  in  whole  or  fractional  Investment
       Company Shares. If a suspense account is in existence
       at  any time during a particular Limitation Year, all
       amounts in the suspense account must be allocated and
       reallocated  to  Participants'  accounts  before  any
       Employer or any Employee contributions may be made to
       the Plan for that Limitation Year. Excess amounts may
       not   be   distributed  to  Participants  or   former
       Participants. In the event of termination of the Plan
       the suspense account shall revert to the Employer  to
       the  extent  it  may  not then be  allocated  to  any
       Participant's account.
       
       6.2 PARTICIPANTS COVERED BY OTHER MASTER OR  PROTOTYPE
           DEFINED CONTRIBUTION PLANS.
       
     (a) This subsection applies if, in addition to this
   Plan, the Participant is covered under another qualified
   master or prototype defined contribution plan maintained
   by the Employer, a welfare benefit fund, as defined in
   Section 419(e) of the Code maintained by the Employer, or
   an individual medical account, as defined in Section
   415(1)(2) of the Code, maintained by the Employer, which
   provides an Annual Addition as defined in Subsection
   6.5(a), during any Limitation Year. The Annual Additions
   which maybe credited to a Participant's Account under
   this Plan for any such Limitation Year will not exceed
   the Maximum Permissible Amount reduced by the Annual
   Additions credited to a Participant's account under the
   other plans and welfare benefit funds for the same
   Limitation Year. If the Annual Additions with respect to
   the Participant under other defined contribution plans
   and welfare benefit funds maintained by the Employer are
   less than the Maximum Permissible Amount and the Employer
   contribution that would otherwise be contributed or
   allocated to the Participant's account under this Plan
   would cause the Annual Additions for the Limitation Year
   to exceed this limitation, the amount contributed or
   allocated will be reduced so that the Annual Additions
   under all such plans and funds for the Limitation Year
   will equal the Maximum Permissible Amount If the Annual
   Additions with respect to the Participant under such
   other defined contribution plans and welfare benefit
   funds in the aggregate are equal to or greater than the
   Maximum Permissible Amount, no amount will be contributed
   or allocated to the Participant's account under this Plan
   for the Limitation Year.
     (b) Prior to determining the Participant's actual
   Compensation for the Limitation Year, the Employer may
   determine the Maximum Permissible Amount for a
   Participant in the manner described in Subsection 6.1(b).
     (c)  As soon as is administratively feasible after  the
   end  of  the  Limitation  Year, the  Maximum  Permissible
   Amount for the Limitation Year will be determined on  the
   basis  of the Participant's actual Compensation  for  the
   Limitation Year.
     (d) If, pursuant to Subsection 6.2(c) or as a result of
   the  allocation  of  forfeitures, a Participant's  Annual
   Additions  under  this Plan and such  other  plans  would
   result  in  an excess amount for a Limitation  Year,  the
   excess  amount  will be deemed to consist of  the  Annual
   Additions  last  allocated, except that Annual  Additions
   attributable  to  a  welfare benefit fund  or  individual
   medical  account  will be deemed to have  been  allocated
   first regardless of the actual allocation date.
     (e)  If an excess amount was allocated to a Participant
   on  an allocation date of this Plan which coincides  with
   an  allocation  date of another plan, the  excess  amount
   attributed to this Plan will be the product of:
       (i)   the  total excess amount allocated as  of  such
       date, times
       (ii)  the ratio of (A) the Annual Additions allocated
       to the Participant for the Limitation Year as of such
       date   under  this  Plan  to  (B)  the  total  Annual
       Additions  allocated  to  the  Participant  for   the
       Limitation  Year as of such date under this  and  all
       the  other  qualified  master  or  prototype  defined
       contribution plans.
   (f)  Any  excess amount attributed to this plan  will  be
   disposed in the manner described in Subsection 6.1(d).
   
      6.3 PARTICIPANTS COVERED BY OTHER NON-MASTER  OR  NON-
          PROTOTYPE DEFINED CONTRIBUTION PLANS.

     If  the  Participant is covered under another qualified
defined  contribution plan maintained by the Employer  which
is  not  a master or prototype plan, Annual Additions  which
may be credited to the Participant's
account  under  this Plan for any Limitation  Year  will  be
limited in accordance with Subsections 6.2(a) through  62(f)
as  though  the  other plan were a master or prototype  plan
unless  the Employer provides other limitations in paragraph
10(a) of the Participation Agreement.

      6.4 EMPLOYERS WITH DEFINED BENEFIT PLAN.
   
   If the Employer maintains, or at any time maintained, a
qualified defined benefit plan covering any Participant in
this Plan, the sum of the Participant's Defined Benefit Plan
Fraction and Defined Contribution Plan Fraction will not
exceed 1.0 in any Limitation Year. The Annual Additions
which may be credited to the Participant's account under
this Plan for any Limitation Year will be limited in
accordance with paragraph 10(0) of the Participation
Agreement
   
   6.5 DEFINITIONS.
   (A)  ANNUAL  ADDITIONS: The sum of the following  amounts
   credited  to  a Participant's account for the  Limitation
   Year:
       (i)  Employer contributions,
       (ii) Employee contributions,
       (iii) forfeitures, and
       (iv)  amounts allocated, after March 31, 1984, to  an
       individual medical account, as defined in Section 415
       (1)  (2)  of the Code, which is part of a pension  or
       annuity  plan maintained by the Employer are  treated
       as  Annual Additions to a defined contribution  plan.
       Also,  amounts  derived  from contributions  paid  or
       accrued  after  December 31, 1985, in  taxable  years
       ending  after  such date, which are  attributable  to
       post-retirement  medical benefits, allocated  to  the
       separate  account of a Key Employee,  as  defined  in
       Section  419A(d)  (3) of the Code,  under  a  welfare
       benefit  fund,  as defined in Section 419(e)  of  the
       Code,  maintained  by  the Employer  are  treated  as
       Annual Additions to a defined contribution plan.
     For  this  purpose,  any excess  amount  applied  under
   Subsections  6.1(d)  or 62(f) in the Limitation  Year  to
   reduce  Employer contributions will be considered  Annual
   Additions for such Limitation Year.
     (b) COMPENSATION: A Participant's Earned Income, wages,
   salaries,  and fees for professional services  and  other
   amounts  received for personal services actually rendered
   in the course of employment with the Employer maintaining
   the Plan (including, but not limited to, commissions paid
   salesmen,  compensation for services on the  basis  of  a
   percentage of profits, commissions on insurance premiums,
   tips and bonuses), and excluding the following:
       (i)   Employer  contributions to a plan  of  deferred
       compensation   which  are  not  includible   in   the
       Employee's gross income for the taxable year in which
       contributed,  or  Employer  contributions   under   a
       simplified  employee pension plan to the extent  such
       contributions are deductible by the Employee, or  any
       distributions from a plan of deferred compensation;
       (ii)   Amounts  realized  from  the  exercise  of   a
       nonqualified  stock option, or when restricted  stock
       (or  property)  held by the Employee  either  becomes
       freely  transferable  or is no longer  subject  to  a
       substantial risk of forfeiture;
       (iii)  Amounts  realized from the sale,  exchange  or
       other disposition of stock acquired under a qualified
       stock option; and
       (iv)   other  amounts  which  received  special   tax
       benefits,  or  contributions  made  by  the  Employer
       (whether  or not under a salary reduction  agreement)
       towards  the  purchase  of an  annuity  described  in
       Section  403(0) of the Internal Revenue Code (whether
       or  not the amounts are actually excludible from  the
       gross income of the Employee).
   For purposes of applying the limitations of this section,
   Compensation  for  a Limitation Year is the  Compensation
   actually  paid or includible in gross income during  such
   Limitation Year.
     (c) DEFINED BENEFIT FRACTION: A fraction, the numerator
of  which  is the sum of the Participant's projected  annual
benefits under all the defined benefit plans (whether or not
terminated)  maintained by the Employer, and the denominator
of  which  is  the  lesser  of 125  percent  of  the  dollar
limitation determined for the Limitation Year under Sections
415(0)  and  (d) of the Code or 140 percent of  the  Highest
Average   Compensation,  including  any  adjustments   under
Section 415(0) of the Code.
     Notwithstanding  the above, if the  Participant  was  a
   Participant  as of the first day of the first  Limitation
   Year  beginning after December31, 1986, in  one  or  more
   defined  benefit plans maintained by the  Employer  which
   were in existence on May 6, 1986, the denominator of this
   fraction will not be less than 125 percent of the sum  of
   the   annual   benefits  under  such  plans   which   the
   Participant  had  accrued as of the  close  of  the  last
   Limitation  Year  beginning  before  January   1,   1987,
   disregarding  any changes in the terms and conditions  of
   the  plan  after  May  5,  1986. The  preceding  sentence
   applies  only  if the defined benefit plans  individually
   and  in  the  aggregate  satisfied  the  requirements  of
   Section  415  of  the  Code  for  all  Limitation   Years
   beginning before January 1, 1987.
     (d) DEFINED CONTRIBUTION DOLLAR LIMITATION: $30,000  or
if   greater,  one-fourth  of  the  defined  benefit  dollar
limitation set forth in Section 415(0)(1) of the Code as  in
effect for the Limitation Year.
     (e)  DEFINED  CONTRIBUTION FRACTION:  A  fraction,  the
numerator of which is the sum of the Annual Additions to the
Participant's  account  under all the  defined  contribution
plans (whether or not terminated) maintained by the Employer
for  the  current and all prior Limitation Years  (including
the  Annual  Additions  attributable  to  the  Participant's
nondeductible employee contributions to all defined  benefit
plans,   whether  or  not  terminated,  maintained  by   the
Employer,  and  the  Annual Additions  attributable  to  all
welfare benefit funds, as defined in Section 419(e)  of  the
Code, and individual medical accounts, as defined in Section
415(1)(2) of the Code, maintained by the Employer), and  the
denominator  of  which is the sum of the  maximum  aggregate
amounts  for the current and all prior Limitation  Years  of
service  with the Employer (regardless of whether a  defined
contribution  plan  was  maintained by  the  Employer).  The
maximum  aggregate  amount in any  Limitation  Year  is  the
lesser  of  125 percent of the dollar limitation  determined
under  Sections 415(0) and (d) of the Code in  effect  under
Section  415(c)(1)(A)  of the Code  or  35  percent  of  the
Participant's Compensation for such year.
     If  the Employee was a Participant as of the end of the
first  day  of  the  first Limitation Year  beginning  after
December 31, 1986, in one or more defined contribution plans
maintained by the Employer which were m existence on May  6,
1986, the numerator of this fraction will be adjusted if the
sum  of this fraction and the Defined Benefit Fraction would
otherwise exceed 1.0 under the terms of this Plan. Under the
adjustment, an amount equal to the product of (1) the excess
of  the  sum  of  the  fractions  over  1.0  times  (2)  the
denominator of this fraction, will be permanently subtracted
from  the  numerator  of this fraction.  The  adjustment  is
calculated using the fractions as they would be computed  as
of  the  end  of  the last Limitation Year beginning  before
January  1, 1987, and disregarding any changes in the  terms
and conditions of the Plan made after May 5, 1986, but using
the   Section  415  limitation  applicable  to   the   first
Limitation Year beginning on or after January 1, 1987.
     The  Annual Addition for any Limitation Year  beginning
before January 1, 1987, shall not be recomputed to treat all
Employee contributions as Annual Additions.
     (f)  EMPLOYER: For purposes of this Section 6, Employer
shall  mean  the  Employer that adopts this  Plan,  and  all
members of a controlled group of corporations (as defined in
Section  414(0) of the Code as modified by Section  415(0)),
all commonly controlled trades or businesses (as defined  in
Section  414(c) as modified by Section 415(0)) or affiliated
service  groups (as defined in Section 414(m)) of which  the
adopting  Employer is a part, and any other entity  required
to  be  aggregated with the Employer pursuant to regulations
under Section 414(0) of the Code.
     (g)  EXCESS  AMOUNT:  The excess of  the  Participant's
Annual  Additions for the Limitation Year over  the  Maximum
Permissible Amount
     (h)   HIGHEST   AVERAGE   COMPENSATION:   The   average
Compensation for the three consecutive Years of Service with
the  Employer that produces the highest average. A  Year  of
Service  with  the  Employer is the  12-  consecutive  month
period defined in Section 2(gg) of this Plan.
     (i)   LIMITATION  YEAR:  A  calendar   year,   or   the
12~onsecutive  month  period  elected  by  the  Employer  in
paragraph  12 of the Participation Agreement. All  qualified
plans   maintained  by  the  Employer  must  use  the   same
Limitation  Year. If the Limitation Year  is  amended  to  a
different  12~onaecutive month period,  the  new  Limitation
Year  must  begin  on a date within the Limitation  Year  in
which the amendment is made.
     (j)  Master or Prototype Plan: A plan the form of which
is  the  subject  of  a favorable opinion  letter  from  the
Internal Revenue Service.
     (k)   Maximum  Permissible Amount: The  maximum  Annual
Addition  that  may  be  contributed  or  allocated   to   a
Participant's account under the Plan for any Limitation Year
shall not exceed the lesser of:
     (i)  the Defined Contribution Dollar Limitation, or
    (ii)  25 percent of the Participant's Compensation for
the Limitation Year.
   The  Compensation limitation referred to in  Subparagraph
(ii)  shall  not  apply  to  any  contribution  for  medical
benefits  (within the meaning of Section 401(h)  or  Section
419A(f)(2)  of  the Code which is otherwise  treated  as  an
Annual Addition under Section 415(l)(l) or 419A(d)(2) of the
Code.
If  a  short  Limitation  Year  is  created  because  of  an
amendment  changing  the  Limitation  Year  to  a  different
l2consecutive  month period, the Maximum Permissible  Amount
will  not  exceed the Defined Contribution Dollar Limitation
multiplied by the following fraction:

        NUMBER OF MONTHS IN THE SHORT LIMITATION YEAR
                             12

     (1)  PROJECTED  ANNUAL BENEFIT: The  annual  retirement
benefit (adjusted to an actuarially equivalent straight life
annuity if such benefit is expressed in a form other than  a
straight  life  annuity  or  qualified  joint  and  survivor
annuity)  to  which the Participant would be entitled  under
the terms of the Plan assuming:
       (i)   the Participant will continue employment  until
       Normal Retirement Age under the Plan (or current age,
       if later), and
       (ii)  the Participant's Compensation for the  current
       Limitation  Year and all other relevant factors  used
       to  determine  benefits under the  Plan  will  remain
       constant for all future Limitation Years.

                          SECTION 7
                              
                     PAYMENT OF BENEFFIS

     7.1   For   purposes   of  this   Section,   the   term
"Participant"  shall mean an Employee  who  has  received  a
contribution  to his Participant account and who  retains  a
balance  in  such account A Participant who  dies,  retires,
terminates service with the Employer or who is a Participant
on the date the Plan terminates shall have the right to have
the  balance  of his account(s) applied for his benefit  For
purposes  of  making lump sum distributions,  or  purchasing
annuity   contracts,   the  value  of   such   Participant's
account(s) shall be based upon the published market value of
the Investment Company Shares on the close of trading on the
day before the distribution is made.
     7.2   (a)  Upon  retirement  or  termination   of   the
Participant's services with the Employer if the value of the
Participant's Account Balance(s) derived from  Employer  and
Participant  contributions is not greater than  $3,500,  the
Participant will receive a distribution of the value of  his
Account  Balance(s). However, no distribution shall be  made
pursuant  to the preceding sentence after the first  day  of
the  first  period  for which an amount is  received  as  an
annuity  unless the Participant and his or tier  Spouse  (or
the  Participant's Surviving Spouse) consent in  writing  to
such distribution.
     (b)  If the value of a Participant's Account Balance(s)
derived  from Employer and Participant contributions exceeds
(or  at the time of any prior distribution exceeded) $3,000,
and  the  Account Balance(s) are Immediately  Distributable,
the  Participant  and  the Participant's  Spouse  (or  where
either the Participant or the Spouse has died, the survivor)
must consent to any distribution of such Account Balance(s).
The  consent of the Participant and the Participant's Spouse
shall be obtained in writing within the 90-day period ending
on  the Annuity Starting Date. The Annuity Starting Date  is
the  first  day of the first period for which an  amount  is
paid as an annuity or any other form. The Plan Administrator
shall notify the Participant and the Participant's Spouse of
the  right to defer any distribution until the Participant's
Account  Balance(s) are no longer Immediately Distributable.
Such notification shall include a general description of the
material features, and an explanation of the relative values
of,  the optional forms of benefit available under the  Plan
in  a  manner that would satisfy the notice requirements  of
Section 417(a)(3) of the Code, and shall be provided no less
than  30  days and no more than 90 days prior to the Annuity
Starting  Date.  If a distribution is one to which  Sections
401(a)(11)  and  417  of the Internal Revenue  Code  do  not
apply,  such  distribution may commence less  thin  30  days
after  the  notice required under Section 1.411(a)-11(c)  of
the Income Tax Regulations is given, provided that:
       (i)   the  Plan  Administrator  clearly  informs  the
       Participant  that the Participant has a  right  to  a
       period of at least 30 days after receiving the notice
       to consider the decision of whether or not to elect a
       distribution   (and,  if  applicable,  a   particular
       distribution option), and
       (ii)  the  Participant, after receiving  the  notice,
       affirmatively elects a distribution.
     Notwithstanding  the  foregoing, only  the  Participant
need  consent to the commencement of a distribution  in  the
form  of  a  Qualified Joint and Survivor Annuity while  the
Account    Balance(s)    are   Immediately    Distributable.
(Furthermore,  with  respect  to  any  Profit  Sharing  Plan
Account Balance(s), only the Participant need consent to the
distribution  of  Account Balance(s)  that  are  Immediately
Distributable.)  Neither the consent of the Participant  nor
the  Participant's Spouse shall be required  to  the  extent
that a distribution is required to satisfy Section 401(a)(9)
or Section 415 of the Code. In addition, upon termination of
this  Plan  if  the  Plan does not offer an  annuity  option
(purchased  from  a commercial provider), the  Participant's
Account  Balance(s) may, without the Participant's  consent,
be  distributed to the Participant or transferred to another
defined  contribution  plan (other thin  an  employee  stock
ownership plan as defined in Section 4975(e)(7) of the Code)
within the same controlled group.
     An  account balance is Immediately Distributable if any
part  of  the  account balance could be distributed  to  the
Participant  (or  Surviving Spouse) before  the  Participant
attains  (or would have attained if not deceased) the  later
of Normal Retirement Age or age 62.
     For  purposes of determining the applicability  of  the
foregoing consent requirements to distributions made  before
January 1, 1989, the Participant's Account Balance(s)  shall
not  include amounts attributable to accumulated  deductible
employee   contributions  within  the  meaning  of   Section
72(o)(5)(B) of the Code.
     7.3  (a) TIME OF PAYMENT Unless the Participant  elects
otherwise, distribution of benefits will begin no later than
the  60th day after the latest of the close of the Plan Year
in which:
       (i)   the  Participant  attains  age  65  (or  Normal
       Retirement Age, if earlier);
       (ii) occurs the 10th anniversary of the year in which
       the  Participant commenced participation in the Plan;
       or,
       (iii)  the  Participant terminates service  with  the
       Employer.
     (b)  ELECTION. A Participant may elect to have  benefit
   payments  commence at a date later thin that  allowed  by
   Subparagraph  (a), pr~ vided that benefit payments  shall
   commence  not  later  thin  the Required  Beginning  Date
   specified  in Section 7.9. The Participant may make  such
   an  election by submitting to the Plan Administrator  for
   transmittal to the Custodian, a signed written  statement
   describing the benefit and the date on which the  payment
   of such benefit shall commence.
     Notwithstanding  the  foregoing,  the  failure   of   a
   Participant and Spouse to consent to a distribution while
   a   benefit  is  Immediately  Distributable,  within  the
   meaning of Section 7.2(b) of the Plan, shall be deemed to
   be  an  election to defer commencement of payment of  any
   benefit sufficient to satisfy this Section 7.3(b).
     7.4 RETIREMENT BENEFITS. The provisions of Sections 7.4
   and  7.5  shall apply to any Participant who is  credited
   with at least one Hour of Service with the Employer on or
   after  August  23, 1984, and such other  Participants  as
   provided in Section 7.8.
     (a) MONEY PURCHASE PLAN RETIREMENT BENEFITS. Unless  an
   optional  form  of  benefit is  selected  pursuant  to  a
   Qualified  Election with-in the ninety  (90)  day  period
   ending   on   the  Annuity  Starting  Date,   a   married
   Participant's  Money  Purchase  Plan  Account  Balance(s)
   shall  be  paid  in  the form of a  Qualified  Joint  and
   Survivor  Annuity  and an unmarried  Participant's  Money
   Purchase  Plan Account Balance(s) shall be  paid  in  the
   form of a life annuity. The Participant may elect to have
   such  annuity distributed upon attainment of the Earliest
   Retirement Age under the Plan.
     A Participant in the Money Purchase Plan who has made a
   Qualified Election, will receive his Money Purchase  Plan
   Account Balance(s) in one of the following optional forms
   of distribution as selected by the Participant
       (i)  By a single payment in cash; or
       (ii)   By   equal  or  substantially   equal   annual
       installments over a period certain not to exceed  the
       life  expectancy of the Participant or the joint life
       or   life  expectancy  of  the  Participant  and  his
       Beneficiary.
     (b) PROFIT SHARING PLAN RETIREMENT BENEFITS. The Profit
   Sharing Plan Account Balance(s) of each Participant shall
   be  distributed upon direction of the Participant by  one
   or a combination of the following methods:
       (i)  By a single payment in cash; or
       (ii)   By   equal  or  substantially   equal   annual
       installments over a period certain not to exceed  the
       life  expectancy of the Participant or the joint life
       or   life  expectancy  of  the  Participant  and  his
       Beneficiary.
A  Participant may not elect payments in the form of a  life
annuity  with  respect  to any Profit Sharing  Plan  Account
Balance(s).
   7.5  DEATH BENEFITS.
     (a) Qualified Preretirement Survivor Annuity. Unless an
optional  form  of benefit identified in Section  7.4(a)  is
selected  within the Election Period pursuant to a Qualified
Election, if a Participant dies before the Annuity  Starting
Date  then  the  Participant's Money Purchase  Plan  Account
Balance(s)  shall  be  applied toward  the  purchase  of  an
annuity  for the life of the Surviving Spouse. The Surviving
Spouse  may elect to have such annuity distributed within  a
reasonable period after the Participant's death.
     (b)  BENEFITS  TO PROFIT SHARING PLAN PARTICIPANTS  AND
UNMARRIED MONEY PURCHASE PLAN PARTICIPANTS. In the event  of
the death of a Participant, the Participant's Profit Sharing
Plan  Account  Balance(s)  (and/or the  Participant's  Money
Purchase  Plan  Account Balance(s), if  the  Participant  is
unmarried)   shall  be  distributed  to  the   Participant's
Surviving Spouse, but if there is no Surviving Spouse, or if
the Surviving Spouse has consented in a manner conforming to
a  Qualified Election, then to the Beneficiaries  designated
in  the  Beneficiary  Designation Form.  In  the  event  the
Participant has not designated any Beneficiaries, or all  of
the  designated Beneficiaries are deceased, then the  Profit
Sharing Plan Account Balance(s) (and/or Money Purchase  Plan
Account  Balance(s)) shall be distributed to  the  following
persons, to take in the order named:
(i)  Spouse  of  the Participant; (ii) if the  Spouse  shall
predecease  the  Participant, then in equal  shares  to  any
children  surviving the Participant and to  the  descendants
then living of a deceased child, by right of representation;
(iii)  if  the  Participant shall leave neither  Spouse  nor
descendants surviving then to the personal representative of
the Participant's estate.
     The  Surviving  Spouse  (if  any)  may  elect  to  have
distribution  of any Profit Slating Plan Account  Balance(s)
commence within the ninety (9O-day period following the date
of the Participant's death. The Profit Sharing Plan or Money
Purchase Plan Account Balance(s) (as the case may be)  shall
be   adjusted  for  gains  or  losses  occurring  after  the
Participant's  death in accordance with  the  provisions  of
this  Plan governing the adjustment of Account Balances  for
other types of distributions.
     The  Participant  may waive the spousal  death  benefit
described in this Section at any time provided that no  such
waiver shall be effective unless it satisfies the conditions
of  Section  7.6(c) (other than the notification requirement
referred  to  therein) that would apply to the Participant's
waiver of the Qualified Preretirement Survivor Annuity
     (c)  DEATH  CERTIFICATE. Before making any distribution
upon  the  death  of  a Participant, the Plan  Administrator
shall  furnish the Custodian with a certified  copy  of  the
death certificate of the Participant.
     7.6  DEFINITIONS. For purposes of this Section  7,  the
following  terms  shall have their respective  meanings  set
forth  below, unless a different meaning is clearly required
by the context:
     (a)  ELECTION PERIOD means the period which  begins  on
the  first  day  of the Plan Year in which  the  Participant
attains  age  thirty-five (35) and ends on the date  of  the
Participant's death. If a Participant separates from service
prior to the first day of the Plan Year in which age thirty-
five  (35)  is  attained, with respect to the  Participant's
Account  balance(s)  as  of  the  date  of  separation,  the
Election Period shall begin on the date of separation.
     Pre-age  35  waiver: A Participant  who  will  not  yet
attain  age  35 as of the end of any current Plan  Year  may
make  a  special Qualified Election to waive  the  Qualified
Preretirement Survivor Annuity for the period  beginning  on
the date of such election and ending on the first day of the
Plan  Year in which the Participant will attain age 35. Such
election  shall not be valid unless the Participant receives
a   written   explanation  of  the  Qualified  Preretirement
Survivor  Annuity  in such terms as are  comparable  to  the
explanation   required  under  Section   7.7(a).   Qualified
Preretirement    Survivor   Annuity   coverage    will    be
automatically  reinstated as of the first day  of  the  Plan
Year in which the Participant attains age 35. Any new waiver
on  or  after  such  date  shall  be  subject  to  the  hall
requirements of this Section 7.
     (b) EARLIEST RETIREMENT AGE means the earliest date  on
which,  under  the  Plan,  the Participant  could  elect  to
receive retirement benefits.
(c)  QUALIFIED ELECTION means a waiver of a Qualified  Joint
and
Survivor  Annuity  or  a  Qualified  Preretirement  Survivor
Annuity.  Any  waiver  of  a Qualified  Joint  and  Survivor
Annuity or a Qualified Preretirement Survivor Annuity  shall
not be effective unless:
       (i)  the Participant's Spouse consents in writing  to
       the election;
       (ii)  the election designates a specific Beneficiary,
       including   any   class  of  Beneficiaries   or   any
       contingent  Beneficiaries, which may not  be  changed
       without  Spousal  consent (or  the  Spouse  expressly
       permits  designations by the Participant without  any
       further Spousal consent);
       (iii) the Spouse's consent acknowledges the effect of
       the election; and
       (iv)  the  Spouse's consent is witnessed  by  a  Plan
       representative  or  notary  public.  Additionally,  a
       Participant's  waiver  of  the  Qualified  Joint  and
       Survivor  Annuity shall not be effective  unless  the
       election  designates a form of benefit payment  which
       may  not  be changed without Spousal consent (or  the
       Spouse   expressly   permits  designations   by   the
       Participant without any further Spousal consent).
  If  it  is  established  to the  satisfaction  of  a  Plan
representative  that there is no Spouse or that  the  Spouse
cannot  be  located,  a waiver will be  deemed  a  Qualified
Election.
  Any  consent by a Spouse obtained under this provision (or
establishment  that  the consent of  a  Spouse  may  not  be
obtained)  shall  be  effective only with  respect  to  such
Spouse.   A  consent  that  permits  designations   by   the
Participant  without any requirement of further  consent  by
such  Spouse must acknowledge that the Spouse has the  right
to  limit  consent to a specific Beneficiary, and a specific
form  of  benefit  where applicable,  and  that  the  Spouse
voluntarily  elects to relinquish either  or  both  of  such
rights.  A  revocation of a prior waiver  maybe  made  by  a
Participant  without the consent of the Spouse at  any  time
before   the  commencement  of  benefits.  The   number   of
revocations shall not be limited. No consent obtained  under
this  provision  shall be valid unless the  Participant  has
received notice as provided in Section 7.7 below.
     (d)  QUALIFIED  JOINT  AND SURVIVOR  ANNUITY  means  an
immediate  annuity  for the life of the Participant  with  a
survivor  annuity for the life of the Spouse which is  fifty
percent  (50%) of the amount of the annuity which is payable
during the joint lives of the Participant and the Spouse and
which  is the amount of benefit which can be purchased  with
the Participant's Account Balance(s).
     (e)  SPOUSE  OR  SURVIVING SPOUSE means the  Spouse  or
Surviving Spouse of the Participant, provided that a  former
Spouse will be treated as the Spouse or Surviving Spouse and
a  current  Spouse  will not be treated  as  the  Spouse  or
Surviving  Spouse  only  to  the  extent  provided  under  a
qualified  domestic relations order as described in  Section
414(p) of the Code.
  (f) ANNUITY STARTING DATE means the first day of the first
period  for  which an amount is paid as an  annuity  or  any
other form.
  (g)  ACCOUNT BALANCE(S) means the aggregate value  of  the
Participant's  Account balances derived  from  Employer  and
Participant contributions (including rollovers).
  7.7  NOTICE REQUIREMENTS.
     (a)  In  the  case  of a Qualified Joint  and  Survivor
Annuity,  the Plan Administrator shall no less  than  thirty
(30)  days  and no more than ninety (90) days prior  to  the
Annuity  Starting  Date provide each Participant  a  written
explanation of: (i) the terms and conditions of a  Qualified
Joint and Survivor Annuity; (ii) the Participant's right  to
make  and  the effect of an election to waive the  Qualified
Joint and Survivor Annuity form of benefit; (iii) the rights
of  a  Participant's Spouse; and (iv) the right to make  and
the  effect of a revocation of a previous election to  waive
the Qualified Joint and Survivor Annuity.
     (b)  In  the case of a Qualified Preretirement Survivor
Annuity   as   described  in  Section   7.5(a),   the   Plan
Administrator  shall  provide each  Participant  within  the
Applicable Period for such Participant a written explanation
of  the  Qualified Preretirement Survivor  Annuity  in  such
terms  and  in  such  manner as would be comparable  to  the
explanation provided for meeting the requirements of Section
7.7(a) applicable to a Qualified Joint and Survivor Annuity.
     The Applicable Period for a Participant is whichever of
the  following  periods ends last: (i) the period  beginning
with the first day of the Plan Year in which the Participant
attains  age 32 and ending with the close of the  Plan  Year
preceding the Plan Year in which the Participant attains age
35;  (ii)  a  reasonable period ending after the  individual
becomes  a  Participant;  (iii) a reasonable  period  ending
after  Section  7.7(c) ceases to apply to  the  Participant;
(iv)  a reasonable period ending after this Section 7  first
applies  to  the Participant Notwithstanding the  foregoing,
notice  must  be provided within a reasonable period  ending
after  separation from service in the case of a  Participant
who separates from service before attaining age 35.
     For  purposes  of applying the preceding  paragraph,  a
reasonable   period  ending  after  the  enumerated   events
described in subparagraphs (ii), (iii) and (iv) is  the  end
of  the two-year period beginning one year prior to the date
the  applicable event occurs, and ending one year after that
date.  In  the  case  of a Participant  who  separates  from
service  before the Plan Year in which age 35  is  attained,
notice   shall  be  provided  within  the  two-year   period
beginninng one year prior to separation and ending one  year
after  separation. If such a Participant thereafter  returns
to  employment with the Employer, the Applicable Period  for
such Participant shall be redetermined.
     (c)  Notwithstanding  the other  requirements  of  this
Section  7.7,  the  respective notices  prescribed  by  this
Section need not be given to a Participant if: (i) the  Plan
"fully  subsidizes"  the  costs of  a  Qualified  Joint  and
Survivor   Annuity   or  Qualified  Preretirement   Survivor
Annuity; and (ii) the Plan does not allow the Participant to
waive  the Qualified Joint and Survivor Annuity or Qualified
Preretirement Survivor Annuity and does not allow a  married
Participant  to  designate  a  nonspouse  Beneficiary.   For
purposes of this Section 7.7(c), a Plan fully subsidizes the
costs  of  a benefit if no increase in cost, or decrease  in
benefits   to   the   Participant  may   result   from   the
Participant's failure to elect another benefit.
     7.8 TRANSITIONAL RULES.
     (a)  Any  living Participant not receiving benefits  on
August  23,  1984,  who  would  otherwise  not  receive  the
benefits prescribed by the previous sections of this Section
7  must be given the opportunity to elect to have the  prior
sections  of  this  Section 7 apply if such  Participant  is
credited  with at least one Hour of Service under this  Plan
or  a  predecessor Plan in a Plan Year beginning on or after
January 1, 1976, and such Participant had at least ten  (10)
years  of  vesting  service when he or  she  separated  from
service.
     (b)  Any  living Participant not receiving benefits  on
August 23, 1984, who was credited with at least one Hour  of
Service  under this Plan or a predecessor plan on  or  after
September  2,  1974, and who is not otherwise credited  with
any service in a Plan Year beginning on or after January  1,
1976,  must  be  given the opportunity to have  his  or  her
benefits paid in accordance with Section 7.8(d).
     (c) The respective opportunities to elect (as described
   in  Sections 7.8(a) and 7.8(b) above) must be afforded to
   the appropriate Participants during the period commencing
   on August 23, 1984, and ending on the date benefits would
   otherwise commence to said Participant
     (d) Any Participant who has elected pursuant to Section
   7.8(b)  and  any  Participant who does  not  elect  under
   Section  7.8(a) or who meets the requirements of  Section
   7.8(a)  except  that such Participant does  not  have  at
   least  ten (10) years of vesting service when he  or  she
   separates  from service, shall have his or  her  benefits
   distributed  in  accordance with  all  of  the  following
   requirements if benefits would have been payable  in  the
   form of a life annuity:
       (i)   AUTOMATIC  JOINT  AND  SURVIVOR  ANNUITY.    If
     benefits  in the form of a life annuity become  payable
     to a married Participant who:
          (A)  begins to receive payments under the Plan  on
          or after Normal Retirement Age; or
          (B)   dies on or after Normal Retirement Age while
          still working for the Employer; or
          (C)   begins to receive payments on or  after  the
          Qualified Early Retirement Age; or
          (D)   separates from service on or after attaining
          Normal  Retirement  Age (or  the  Qualified  Early
          Retirement   Age)   and   after   satisfying   the
          eligibility  requirements  for  the   payment   of
          benefits under the Plan and thereafter dies before
          beginning to receive such benefits;
   then  such benefits will be received under this  Plan  in
   the  form  of  a  Qualified Joint and  Survivor  Annuity,
   unless  the Participant his elected otherwise during  the
   Election Period. The Election Period must begin at  least
   six  (6)  months before the Participant attains Qualified
   Early  Retirement Age and end not more than  ninety  (90)
   days  before  the commencement of benefits. Any  election
   hereunder  will  be in writing and maybe changed  by  the
   Participant at any time.
     (ii)  ELECTION OF EARLY SURVIVOR ANNUITY. A Participant
   who  is  employed  after attaining  the  Qualified  Early
   Retirement  Age will be given the opportunity  to  elect,
   during  the  Election Period, to have a survivor  annuity
   payable  on death. Ii the Participant elects the survivor
   annuity,  payments under such annuity must  not  be  less
   than  the  payments which would have  been  made  to  the
   Spouse under the Qualified Joint and Survivor Annuity  if
   the  Participant had retired on the day before his or her
   death.  Any  election  under this provision  will  be  in
   writing and maybe changed by the Participant at any time.
   The  Election Period begins on the later of (1) the  9Oth
   day  before  the Participant attains the Qualified  Early
   Retirement  Age,  or (2) the date on which  participation
   begins,  and ends on the date the Participant  terminates
   employment.
       (iii) For purposes of this Section 7.8(d):
          (A)   QUALIFIED EARLY RETIREMENT AGE is the latest
          of:
               (1)  the  earliest date, under the  Plan,  on
          which   the  Participant  may  elect  to   receive
          retirement benefits;
               (2)   the  first  day  of  the  12Oth   month
          beginning  before the Participant  reaches  Normal
          Retirement Age, or
               (3)   the   date   the   Participant   begins
          participation.
          (B)   Qualified Joint and Survivor Annuity  is  an
          annuity  for  the life of the Participant  with  a
          survivor  annuity for the life of  the  Spouse  as
          described in Section 7.6(d).
   7.9  DISTRIBUTION REQUIREMENTS.
   (a)  GENERAL RULES.
       (i)   Subject  to Sections 7.4 through  7.8  of  this
       Plan,  the  requirements of this  Section  7.9  shall
       apply to any distribution of a Participant's interest
       and   will  take  precedence  over  any  inconsistent
       provisions  of this Plan. Unless otherwise specified,
       the  provisions of this Section 7.9 apply to calendar
       years beginning after December 31, 1984.
       (ii)  All  distributions required under this  Section
       7.9  shall be determined and made in accordance  with
       the  Proposed Regulations under Section 401(a)(9)  of
       the   Code,   including   the  minimum   distribution
       incidental benefit requirement of Section 1.401(a)(9)-
       2 of the Proposed Regulations.
     (b)  Required Beginning Date. The entire interest of  a
Participant  must be distributed or begin to be  distributed
no later than the Participant's Required Beginning Date.
     (c)  Limits  on Distribution Periods. As of  the  first
Distribution Calendar Year, distributions, if not made in  a
single  sum,  may  only be made over one  of  the  following
periods (or a combination thereof):
       (i)  the life of the Participant,
       (ii)  the  life of the Participant and  a  Designated
       Beneficiary;
       (iii) a period certain not extending beyond the  Life
       Expectancy of the Participant, or
       (iv)  a period certain not extending beyond the Joint
       and Last Survivor Expectancy of the Participant and a
       Designated Beneficiary.
     (d)  DETERMINATION  OF AMOUNT TO  BE  DISTRIBUTED  EACH
YEAR. if the Participant's interest is to be distributed  in
other  than a single sum, the following minimum distribution
rules shall apply on or after the Required Beginning Date:
       (i)  INDIVIDUAL ACCOUNT
          (A)    If  a  Participant's  Benefit  is   to   be
          distributed over (1) a period not extending beyond
          the  Life  Expectancy of the  Participant  or  the
          Joint  Life  and Last Survivor Expectancy  of  the
          Participant   and  the  Participant's   designated
          Beneficiary  or (2) a period not extending  beyond
          the Life Expectancy of the Designated Beneficiary;
          the  amount  required to be distributed  for  each
          calendar  year,  beginning with distributions  for
          the  first  Distribution Calendar  Year,  must  at
          least equal the quotient obtained by dividing  the
          Participant's  Benefit  by  the  Applicable   Life
          Expectancy.
          (B)   For  calendar years beginning before January
          1,  1989, if the Participant's Spouse is  not  the
          Designated Beneficiary; the method of distribution
          selected  must  assure that at least  50%  of  the
          present   value   of  the  amount  available   for
          distribution is paid within the Life Expectancy of
          the Participant
          (C)   For  calendar years beginning after December
          31,  1988, the amount to be distributed each year;
          beginning   with  distributions  for   the   first
          Distribution Calendar Year shall not be less  than
          the    quotient    obtained   by   dividing    the
          Participant's  Benefit by the lesser  of  (1)  the
          Applicable   Life  Expectancy  or   (2)   if   the
          Participant's   Spouse  is  not   the   Designated
          Beneficiary,  the  applicable  divisor  determined
          from  the  table  set forth in  Q&A-4  of  Section
          1.401(a)(9)-2   of   the   Proposed   Regulations.
          Distributions  after the death of the  Participant
          shall  be  distributed using the  applicable  life
          expectancy  in Section 7.9(d)(i)(A) above  as  the
          relevant   divisor  without  regard  to   Proposed
          Regulations Section 1.401(a)(9)-2.
          (D)   The  minimum  distribution required for  the
          Participant's  first  Distribution  Calendar  Year
          must  be  made  on  or  before  the  Participant's
          Required  Beginning Date. The minimum distribution
          for  other  calendar years, including the  minimum
          distribution for the Distribution Calendar Year in
          which  the  Participant's Required Beginning  Date
          occurs, must be made on or before December  31  of
          that Distribution Calendar Year.
     (ii)         OTHER FORMS.
          (A)   If  the Participant's Benefit is distributed
          in  the  form  of  an  annuity purchased  from  an
          insurance company, distributions thereunder  shall
          be  made  in  accordance with the requirements  of
          Section  401(a)(9) of the Code  and  the  Proposed
          Regulations thereunder.
(e)    DEATH DISTRIBUTION PROVISIONS.
             (i) DISTRIBUTION BEGINNING BEFORE DEATH. If the
   Participant  dies  after  distribution  of  his  or   her
   interest  has  begun,  the  remaining  portion  of   such
   interest  will  continue to be distributed  at  least  as
   rapidly  as  under the method of distribution being  used
   prior to the Participant's death.
             (ii) DISTRIBUTION BEGINNING AFTER DEATH. If the
   Participant  dies  before  distribution  of  his  or  her
   interest begins, distribution of the Participant's entire
   interest  shall  be  completed  by  December  31  of  the
   calendar  year  containing the fifth anniversary  of  the
   Participant's death except to the extent that an election
   is  made to receive distributions in accordance with  (A)
   or (B) below:
              (A)   if  any  portion  of  the  Participant's
       interest  is  payable  to  a  Designated  Beneficiary
       distributions  may be made over the life  or  over  a
       period  certain not greater than the Life  Expectancy
       of the Designated Beneficiary commencing on or before
       December   31   of  the  calendar  year   immediately
       following  the calendar year in which the Participant
       died;
             (B)   if  the  Designated  Beneficiary  is  the
       Participant's    Surviving    Spouse,    the     date
       distributions  are  required to begin  in  accordance
       with (A) above shall not be earlier than the later of
       (1)  December  31  of the calendar  year  immediately
       following  the calendar year in which the Participant
       died  and  (2)  December 31 of the calendar  year  in
       which the Participant would have attained age 70-1/2.
              If  the  Participant has not made an  election
   pursuant to this subparagraph (ii) by the time of his  or
   her  death, the Participant's Designated Beneficiary must
   elect  the  method  of distribution  no  later  than  the
   earlier of (1) December 31 of the calendar year in  which
   distributions  would  be required  to  begin  under  this
   subparagraph  (ii), or (2) December 31  of  the  calendar
   year which contains the fifth anniversary of the date  of
   death  of  the  Participant If  the  Participant  has  no
   Designated  Beneficiary or if the Designated  Beneficiary
   does not elect a method of distribution, distribution  of
   the  Participant's entire interest must be  completed  by
   December  31  of the calendar year containing  the  fifth
   anniversary of the Participant's death.
              (iii) For purposes of subparagraph (ii) above,
   if  the Surviving Spouse dies after the Participant,  but
   before  payments to such Spouse begin, the provisions  of
   subparagraph  (ii),  with  the exception  of  clause  (B)
   therein, shall be applied as if the Surviving Spouse were
   the Participant.
              (iv)  For purposes of this paragraph (e),  any
   amount paid to a child of the Participant will be treated
   as  if  it had been paid to the Surviving Spouse  if  the
   amount  becomes payable to the Surviving Spouse when  the
   child reaches the age of majority.
              (v)  For  the purposes of this paragraph  (e),
   distribution of a Participant's interest is considered to
   begin  on the Participant's Required Beginning Date  (or,
   if  subparagraph  (iii)  above is  applicable,  the  date
   distribution is required to begin to the Surviving Spouse
   pursuant to su~ paragraph (li) above). If distribution in
   the  form  of  an  annuity irrevocably commences  to  the
   Participant before the Required Beginning Date, the  date
   distribution  is  considered  to  begin   is   the   date
   distribution actually commences.
   (f)   DEFINITIONS.
              (i)  APPLICABLE LIFE EXPECTANCY means the Life
   Expectancy   (or  Joint  and  Last  Survivor  Expectancy)
   calculated using the attained age of the Participant  (or
   Designated  Beneficiary)  as  of  the  Participant's  (or
   Designated  Beneficiary's)  birthday  in  the  Applicable
   Calendar Year reduced by one for each calendar year which
   has  elapsed  since  the date Life Expectancy  was  first
   calculated. If Life Expectancy is being recalculated, the
   Applicable  Life Expectancy shall be the Life  Expectancy
   as so recalculated. The Applicable Calendar Year shall be
   the   first  Distribution  Calendar  Year  and  if   Life
   Expectancy is being recalculated such succeeding calendar
   year.
               (ii)   DESIGNATED   BENEFICIARY   means   the
   individual who is designated as the Beneficiary under the
   Plan in accordance with Section 401(a)(9) of the Code and
   the Proposed Regulations thereunder.
               (iii)  DISTRIBUTION  CALENDAR  YEAR  means  a
   calendar  year  for  which  a  minimum  distribution   is
   required.   For   distributions  beginning   before   the
   Participant's death, the first Distribution Calendar Year
   is  the  calendar year immediately preceding the calendar
   year  which contains the Participant's Required Beginning
   Date. For distributions beginning after the Participant's
   death,  the  first  Distribution  Calendar  Year  is  the
   calendar  year  in which distributions  are  required  to
   begin pursuant to paragraph (e).
             (iv) LIFE EXPECTANCY. Life Expectancy and Joint
   and  Last Survivor Expectancy are computed by use of  the
   expected  return multiples in Tables V and VI of  Section
   1.72-9 of the Income Tax Regulations.
             Unless otherwise elected by the Participant (or
   Spouse,  in  the  case  of  distributions  described   in
   paragraph (e)(ii)(B) above) by the time distributions are
   required   to   begin,   Life   Expectancies   shall   be
   recalculated annually. Such election shall be irrevocable
   as  to the Participant (or Spouse) and shall apply to all
   subsequent  years. The Life Expectancy  of  a  non-Spouse
   Beneficiary may not be recalculated.
             (v) PARTICIPANT'S BENEFIT.
          (A)  The account balance as of the last valuation date in
            the calendar year immediately preceding the Distribution
            Calendar Year (Valuation Calendar Year) increased by the
            amount of any contributions allocated to the account balance
            as of dates in the Valuation Calendar Year after the
            valuation date and decreased by distributions made in the
            Valuation Calendar Year after the valuation date.
          (B)  Exception for second Distribution Calendar Year. For
            purposes of clause (A) above, if any portion of the minimum
            distribution for the first Distribution Calendar Year is
            made in the second Distribution Calendar Year on or before
            the Required Beginning Date, the amount of the minimum
            distribution made in the second Distribution Calendar Year
            shall be treated as if it had been made in the immediately
            preceding Distribution Calendar Year.
             (vi) REQUIRED BEGINNING DATE.
          (A) GENERAL RULE. The Required Beginning Date of a
     Participant  is the first day of April of the  calendar
     year   following  the  calendar  year  in   which   the
     Participant attains age 70-1/2.
           (B)  TRANSITIONAL  RULES. The Required  Beginning
     Date  of  a  Participant who attains age 70-1/2  before
     January  1,  1988, shall be deter- mined in  accordance
     with (1) or (2) below:
                (1)  Non-Five Percent Owners.  The  Required
          Begin-  ding Date of a Participant who  is  not  a
          Five  Percent Owner is the first day of  April  of
          the  calendar year following the calendar year  in
          which the later of retirement or attainment of age
          70-1/2 occurs.
                 (2)   Five  Percent  Owners.  The  Required
          Beginning  Date of a Participant  who  is  a  Five
          Percent  Owner  during  any year  beginning  after
          December  31,  1979,  is the first  day  of  April
          following the later of: (I) the calendar  year  in
          which the Participant attains age 70-1/2, or  (II)
          the  earlier of the calendar year with  or  within
          which  ends the Plan Year in which the Participant
          becomes a Five Percent Owner, or the calendar year
          in which the Participant retires.
            The Required Beginning Date of a Participant who
       is  not  a Five Percent Owner who attains age  70-1/2
       during 1988 and who has not retired as of January  1,
       1989, is April 1,1990.
            (C) Five Percent Owner. A Participant is treated
       as   a  Five  Percent  Owner  for  purposes  of  this
       paragraph  (f) if such Participant is a Five  Percent
       Owner  as  defined  in Section  416(i)  of  the  Code
       (determined  in  accordance  with  Section  416   but
       without  regard to whether the Plan is top heavy)  at
       any  time during the Plan Year ending with or  within
       the calendar year in which such Owner attains age 66-
       1/2 or any subsequent Plan Year.
             (D)  Once  distributions have begun to  a  Five
       Percent  Owner  under this paragraph (f),  they  must
       continue  to  be distributed, even if the Participant
       ceases  to  be  a Five Percent Owner in a  subsequent
       year.
(g)    TRANSITIONAL RULE.
    (i)  Notwithstanding  the  other  requirements  of  this
Section 7.9 and subject to the requirements of Sections  7.4
through  7.8,  distribution on behalf  of  any  Participant,
including  a  Five Percent Owner, may be made in  accordance
with  all of the following requirements (regardless of  when
such distribution commences):
            (A) The distribution is one which would not have
       disqualified the Plan under Section 401(a)(9) of  the
       Internal Revenue Code as in effect prior to amendment
       by the Deficit Reduction Act of 1984.
             (B)  The distribution is in accordance  with  a
       method  of distribution designated by the Participant
       whose  interest  is  being  distributed  or,  if  the
       Participant  is  deceased, by a Beneficiary  of  such
       Participant.
             (C) Such designation was in writing, was signed
       by  the Participant or the Beneficiary; and was  made
       before January 1, 1984.
             (D) The Participant had accrued a benefit under
       the Plan as of December 31, 1983.
            (E) The method of distribution designated by the
       Participant or the Beneficiary specifies the time  at
       which  distribution will commence,  the  period  over
       which distributions will be made, and in the case  of
       any  distribution upon the Participant's  death,  the
       Beneficiaries of the Participant listed in  order  of
       priority.
          (ii) A distribution upon death will not be covered
     by this transitional rule unless the information in the
     designation contains the required information described
     above with respect to the distributions to be made upon
     the death of the Participant.
           (iii) For any distribution which commences before
     January  1,1984, but continues after December31,  1983,
     the  Participant,  or  the Beneficiary,  to  whom  such
     distribution  is being made, will be presumed  to  have
     designated the method of distribution under  which  the
     distribution   is   being  made  if   the   method   of
     distribution   was  specified  in   writing   and   the
     distribution    satisfies    the    requirements     in
     subparagraphs (g)(i)(A) and (E).
           (iv)  If  a designation is revoked any subsequent
     distribution must satisfy the requirements  of  Section
     401(a)(9)  of  the  Code and the  Proposed  Regulations
     thereunder.  if a designation is revoked subsequent  to
     the  date  distributions  are required  to  begin,  the
     Custodian  must distribute by the end of  the  calendar
     year   following  the  calendar  year  in   which   the
     revocation  occurs the total amount not yet distributed
     which would have been required to have been distributed
     to  satisfy  Section  401(a)(9) of  the  Code  and  the
     Proposed  Regulations thereunder, but for  the  Section
     242(b)(2) election. For calendar years beginning  after
     December  31,  1988, such distributions must  meet  the
     minimum distribution incidental benefit requirements in
     Section 1.401(a)(9)-2 of the Proposed Regulations.  Any
     changes in the designation will be considered to  be  a
     revocation  of  the  designation.  However,  the   mere
     substitution  or  addition of another Beneficiary  (one
     not  named  in  the designation) under the  designation
     will  not  be  considered to be  a  revocation  of  the
     designation, so long as such substitution  or  addition
     does not after the period over which distributions  are
     to   be   made  under  the  designation,  directly   or
     indirectly  (for  example,  by  altering  the  relevant
     measuring  life).  In the case in which  an  amount  is
     transferred  or  rolled over from one plan  to  another
     plan, the rules in Q&A J-2 and Q&A J-3 shall apply.
           7.10  ANNUITY  CONTRACTS.  Any  annuity  contract
     distributed  under  this Plan must be  nontransferable.
     The   terms  of  any  annuity  contract  purchased  and
     distributed  by  the  Plan to a Participant  or  Spouse
     shall  comply with the requirements of this  Plan.  The
     Custodian  will not issue annuity contracts.  The  Plan
     Administrator shall be responsible for the purchase  of
     any  annuity contracts required to be distributed under
     the  terms of this Plan. The Custodian shall  pay  over
     the  amount required to purchase such annuity  contract
     to  the  Plan Administrator or directly to the  annuity
     issuer   designated  by  the  Plan  Administrator,   as
     directed   by   the  Plan  Administrator   in   written
     instructions to the Custodian.
           7.11(a)  DIRECT ROLLOVER ELECTION.  This  Section
     applies  to  distributions made on or after January  1,
     1993. Notwithstanding any provision of the Plan to  the
     contrary  that  would otherwise limit  a  distributee's
     election  under this Section, a distributee may  elect,
     at  the  time and in the manner prescribed by the  Plan
     Administrator,  to  have  any portion  of  an  eligible
     rollover  distribution  paid directly  to  an  eligible
     retirement  plan  specified by  the  distributes  in  a
     direct rollover.
                  (b) DEFINITIONS.
                 (i)  ELIGIBLE  ROLLOVER  DISTRIBUTION:   An
          eligible rollover distribution is any distribution
          of all or any portion of the balance to the credit
          of   the  distributee,  except  that  an  eligible
          rollover   distribution  does  not  include:   any
          distribution   that  is  one  of   a   series   of
          substantially  equal periodic payments  (not  less
          frequently  than annually) made for the  life  (or
          life  expectancy) of the distributee or the  joint
          lives   (or  joint  life  expectancies)   of   the
          distributes   and  the  distributee's   designated
          beneficiary,  or  for a specified  period  of  ten
          years or more; any distribution to the extent such
          distribution  is required under Section  401(a)(9)
          of  the  Code; and the portion of any distribution
          that is not includible in gross income (determined
          without regard to the exclusion for net unrealized
          appreciation with respect to employer securities).
                (ii)  ELIGIBLE RETIREMENT PLAN: An  eligible
          retirement   plan  is  an  individual   retirement
          account  described in Section 408(a) of the  Code,
          an  individual  retirement  annuity  described  in
          Section  408(b)  of  the  Code,  an  annuity  plan
          described  in  Section 403(a) of the  Code,  or  a
          qualified trust described in Section 401(a) of the
          Code,  that  accepts  the  distributee's  eligible
          rollover distribution However, in the case  of  an
          eligible  rollover distribution to  the  surviving
          spouse,   an  eligible  retirement  plan   is   an
          individual   retir~  ment  account  or  individual
          retirement annuity.
                (iii) DISTRIBUTEE: A distributee includes an
          employee  or  former employee.  In  addition,  the
          employee's  or former employee's surviving  spouse
          and the employee's or former employee's spouse  or
          former  spouse who is the alternate payee under  a
          qualified domestic relations order, as defined  in
          Section 414(p) of the Code, are distributees  with
          regard  to  the interest of the spouse  or  former
          spouse.
                (iv) DIRECT ROLLOVER: A direct rollover is a
          payment  by  the  Plan to the eligible  retirement
          plan specified by the distributee.

                          SECTION B
                              
                     PLAN ADMINISTRATOR

                   (a)  The Plan Administrator shall be  the
   Employer  unless  the  Employer  has  designated  another
   person or business entity as the Plan Administrator under
   paragraph  6 of the Participation Agreement. A designated
   Plan  Administrator may resign at any time  by  filing  a
   written  notice of resignation with the Employer and  may
   be removed at any time by the Employer. In the event of a
   vacancy in the office of Plan Administrator, the Employer
   may  appoint  a successor, in which event,  the  Employer
   shall notify the Custodian of the change in the office of
   Plan  Administrator by delivering a signed and  completed
   copy  of  an  amended  Participation  Agreement  to   the
   Custodian  prior to the end of the Plan  Year  for  which
   such   change  is  effective.  The  Custodian  shall   be
   protected  in  acting  upon the directions  of  the  Plan
   Administrator designated in the most recent Participation
   Agreement of the Employer filed with the Custodian  until
   receipt  of  the  amended Participation Agreement  giving
   notice of the change in Plan Administrator.
                    (b)   The   Plan   Administrator   shall
   administer  the  Plan in accordance with  its  terms  and
   shall  have  all  powers  necessary  to  effectuate   the
   provisions  of  the  Plan. The Plan  Administrator  shall
   interpret the Plan and determine all questions arising in
   the administration, interpretation and application of the
   Plan,  and shall, from time to time, formulate and  issue
   such  rules and regulations as may be necessary  for  the
   purpose  of  administering the Plan.  Any  determination,
   rule or regulation issued by the Plan Administrator shall
   be  conclusive and binding on all persons, except as  may
   otherwise be provided herein.
                   (c)  Except as may otherwise be provided,
   whenever  under the provisions of the Plan  the  Employer
   shall  have authority right or power to act, such  action
   shall  be evidenced by a written document signed  by  the
   Plan Administrator. The Plan Administrator shall have the
   authority to give to the Custodian, in writing, any other
   notice  or direction permitted by the terms of the  Plan,
   and  the  Custodian shall be entitled to rely  upon  such
   writing  until such time as the Plan Administrator  shall
   file a written revocation of the notice or direction with
   the Custodian.
                   (d)  The Plan Administrator shall keep  a
   record  of all his actions, and shall keep such books  of
   account,  records and other data as may be necessary  for
   the   proper  administration  of  the  Plan.   The   Plan
   Administrator shall notify the Custodian and the Employer
   of  any action taken and, when required, shall notify any
   other interested person or persons.
                   (e)  The Plan Administrator shall  timely
   file,  or  cause to be timely filed, all annual  reports,
   financial and other statements as may be required of  the
   Plan  Administrator  by  any federal  or  state  statute,
   agency  or authority. The Plan Administrator shall timely
   furnish,  or  cause  to be furnished, all  such  reports,
   statements and other documents as may be required by  any
   federal  or  state  statute, agency or  authority  to  be
   furnished  by  the Plan Administrator to any Participant,
   Beneficiary or interested party.
                   (f) The Plan Administrator shall have the
   authority to accept service of process on behalf  of  the
   Plan.
                   (g)  If  the  Plan  Administrator  is  an
   Employee, he shall not be compensated.
                   (h)  In the event of the death of a  sole
   proprietor   Employer   who   was   serving    as    Plan
   Administrator, the estate of the sole proprietor shall be
   deemed  the  Plan  Administrator. In  the  event  of  the
   dissolution of a partnership Employer that was serving as
   Plan   Administrator,  the  remaining  ex-partners  shall
   collectively be deemed the Plan Administrator.

                          SECTION 9
                              
            FIDUCIARY DUTIES AND RESPONSIBILITIES

           9.1  All fiduciaries shall discharge their duties
with respect to the Plan and/or Trust solely in the interest
of  the  Participants and Beneficiaries; for  the  exclusive
purpose of providing benefits to participating Employees and
their  Beneficiaries, and defraying reasonable  expenses  of
administering the Plan and/or Trust; with the  care,  skill,
prudence   and   diligence  under  the  circumstances   then
prevailing  that a prudent person acting in a like  capacity
and  familiar with such matters would use; and in accordance
with  the  Plan  documents and instruments insofar  as  such
documents and instruments are consistent with the provisions
of the Self-Employed Individuals Retirement Act of 1962, and
the Employee Retirement Income Security Act of 1974, and any
acts amendatory thereof.
          9.2 To the extent that a fiduciary may be relieved
of liability under Section 410(a) of ERISA for breach of any
responsibility, obligation or duty provided for by Title  I,
Part 4 of ERISA, no fiduciary shall be liable for any action
or  failure to act hereunder, except for bad faith,  willful
misconduct  or  gross  negligence.  To  the  extent  that  a
fiduciary may be relieved of liability under Section  410(a)
of   ERISA  for  a  breach  by  another  fiduciary  of   any
responsibility, obligation or duty provided for by Title  I,
Part  4  of ERISA, no fiduciary shall be liable for a breach
committed by any other fiduciary unless the fiduciary:
                  (a) Knowingly participated in or knowingly
   concealed a breach by such other fiduciary;
                   (b)  By  its failure to comply  with  the
   fiduciary  duties set out in Section 9.1, it has  enabled
   such other fiduciary to commit a breach; or,
                   (c)  It  has  failed to  make  reasonable
   efforts  under the circumstances to remedy the breach  of
   another fiduciary of which it has knowledge.
                   To the same extent, no fiduciary shall be
   personally  liable  for  the acts  or  omissions  of  any
   attorney  or agency employed by the fiduciary  hereunder,
   if  such attorney or agent shall have been selected  with
   reasonable care.

                         SECTION 10
                              
                      CLAIMS PROCEDURE
                   10.1  If  an Employee, or his Beneficiary
   shall make a claim for Benefits under the Plan, the clain
   shall   be   referred  to  the  Plan  Administrator   for
   resolution.  Within thirty (30) days after receipt  of  a
   claim  the  Plan  Administrator shall  render  a  written
   decision  concerning the merits of  the  request  If  the
   claim is denied, the written decision shall set forth:
                  (a) The specific reason or reasons for the
   denial;
                   (b)  Specific reference to pertinent Plan
   provisions on which the denial is based;
                    (c)  A  description  of  any  additional
   material or information; and
                   (d)  An  explanation of the Plan's  claim
   review procedure.
   If  a  claimant  is  not  furnished  a  written  decision
   containing such information within thirty (30) days,  the
   claim shall be deemed denied and automatically proceed to
   the review stage.
                   10.2  The  claimant may  file  a  written
   request with the Plan Administrator for a review  of  the
   decision rendered under paragraph 10.1 within sixty  (60)
   days  after  receiving  a written  decision  denying  the
   claim,  or,  if  no written decision is rendered,  within
   ninety (90) days after filing the claim. The claimant may
   review  pertinent Plan documents prior to  such  request,
   and   submit  written  issues  and  comments.  The   Plan
   Administrator  shall  render a  written  decision  within
   thirty (30) days after receipt of the request for review,
   setting  forth the specific reasons for the  decision  in
   language  calculated to be understood  by  the  claimant,
   with  specific reference to the pertinent Plan provisions
   on which the decision is based.

                         SECTION 11
                              
                  AMENDMENT AND TERMINATION

     11.1 The Plan may be amended at anytime by the Board of
Directors of Nicholas Company, Inc., provided that  no  such
amendment shall be effective which shall cause or permit:
           (a)  Any  portion  of  the  assets  held  by  the
Custodian  to  be diverted to purposes other  than  for  the
exclusive   benefit   of   the   Participants    or    their
Beneficiaries; or
           (b) Any portion of such assets to revert to or to
become the property of the Employer.
          No such amendment shall take effect until at least
ten (10) days after the mailing of notice by regular mall to
the last known address of each Employer affected thereby.
      11.2 The Employer may (a) change the choice of options
in   the  Participation  Agreement  for  any  Plan  Year  by
delivering  a  signed  and completed copy  of  such  amended
Participation Agreement to the Custodian prior to the end of
such   Plan  Year,  (b)  add  overriding  language  in   the
Participation Agreement when such language is  necessary  to
satisfy  Section 415 or Section 416 of the Code  because  of
the  required  aggregation of multiple plans,  and  (c)  add
certain  model amendments published by the Internal  Revenue
Service which specifically provide that their adoption  will
not  cause  the Plan to be treated as individually designed.
An  Employer  that  amends the Plan for  any  other  reason,
including a waiver of the minimum funding requirement  under
Section  412(d)  of the Code, will no longer participate  in
this  Master  Plan  and  will  be  considered  to  have   an
individually designed plan.
      11.3  No  amendment to the Plan or  the  Participation
Agreement shall be effective to the extent that it  has  the
effect   of  decreasing  a  Participant's  accrued  benefit.
Notwithstanding  the  preceding  sentence,  a  Participant's
account balance may be reduced to the extent permitted under
Section  412(c)(8)  of  the  Code.  For  purposes  of   this
paragraph,  a  Plan  amendment  which  has  the  effect   of
decreasing a Participant's account balance or eliminating an
optional   form  of  benefit,  with  respect   to   benefits
attributable  to  service  before  the  amendment  shall  be
treated as reducing an accrued benefit. Furthermore, if  the
vesting schedule of the Plan is amended, in the case  of  an
Employee  who is a Participant as of the later of  the  date
such  amendment is adopted or the date it becomes effective,
the  nonforfeitable percentage (determined as of such  date)
of  such  Employee's  right to his Employer-derived  accrued
benefit will not be less than his percentage computed  under
the Plan without regard to such amendment.
      11.4 If the Plan's vesting schedule is amended, or the
Plan  is  amended  in  any way that directly  or  indirectly
affects  the computation of the Participant's nonforfeitable
percentage,  each  Participant with  at  least  3  Years  of
Service  with  the Employer may elect, within  a  reasonable
period  after  the adoption of the amendment or  change,  to
have  the non-forfeitable percentage computed under the Plan
without regard to such amendment or change. For Participants
who  do not have at least 1 Hour of Service in any Plan Year
beginning  after  December 31, 1988, the preceding  sentence
shall be applied by substituting "5 Years of Service" for "3
Years of Service" where such language appears.
      The period during which the election may be made shall
commence with the date the amendment is adopted or deemed to
be made and shall end on the latest of:
   (1) 60 days after the amendment is adopted;
   (2) 60 days after the amendment becomes effective; or
   (3)  60  days  after  the Participant is  issued  written
     notice  of  the  amendment  by  the  Employer  or  Plan
     Administrator.
     11.5 The Employer shall have the right to terminate the
Plan  upon  sixty  (60)  days  notice  in  writing  to   the
Custodian.  The  Plan shall automatically terminate  on  the
death of the Employer, if the Employer is a sole proprietor,
or  upon the termination of the partnership, if the Employer
is a partnership, unless provision is made by a successor to
the  business  of the Employer for the continuation  of  the
Plan.
      11.6 Upon termination of the Plan, all assets held  by
the   Custodian  shall  be  distributed  as   soon   as   is
administratively  feasible to the Participants  pursuant  to
the provisions of Section 7 hereof.

                         SECTION 12
                              
         TRANSFERS TO AND FROM OTHER QUALIFIED PLANS

      12.1 The Employer may cause to be transferred in  cash
to  the  Custodian the assets held (whether  by  a  trustee,
Custodian,  or  otherwise) in respect  of  any  other  self-
employed  retirement  plan  which satisfies  the  applicable
requirements  of  the Internal Revenue  Code  and  which  is
maintained  by the Employer for the benefit of  any  of  the
Participants.  Any cash so transferred shall be  accompanied
by  written instructions from the Plan Administrator  naming
the persons for whose benefit such cash has been transferred
and  showing separately the respective contributions by  the
Employer  and  by the Participants and the  amount  of  cash
attributable thereto.
      12.2  Upon  receipt  of  any cash  transferred  to  it
pursuant  to  Section 12.1, the Custodian shall  immediately
invest   such  moneys  in  designated  whole  or  fractional
Investment  Company  Shares  and,  in  accordance  with  the
instructions  of  the Plan Administrator,  make  appropriate
credits  to  the accounts of the persons for  whose  benefit
such  cash  has  been  transferred. Provided,  however,  the
Employer  may not cause to be transferred to this  Plan  and
credited  to  the Profit Sharing Plan Account Balance(s)  of
Participants  any assets held in respect of  any  retirement
plan  which  is a defined benefit plan, money purchase  plan
(including  a target benefit plan), stock bonus,  or  profit
sharing  plan  which  is  subject to  the  survivor  annuity
requirements  of Sections 401(a)(11) and 417  of  the  Code.
Provided  further  that  the Plan  Administrator  shall  not
permit  any  transfer  to  this  Plan,  and  no  transaction
amending or having the effect of amending a plan or plans to
transfer benefits to this Plan shall be permitted,  if  such
transfer  or similar transaction would result in elimination
or   reduction  of:  any  benefits  described   in   Section
411(d)(6)(A) of the Code; any early retirement  benefits  or
retirement-type    subsidies    described     in     Section
411(d)(6)(B)(i)  of  the  Code; or  any  optional  forms  of
benefit  described in Section 411(d)(6)(B)(ii) of the  Code.
The  preceding sentence shall not apply to the  extent  that
any  such  benefits have not accrued or that elimination  or
reduction  of such benefits would be permitted by applicable
regulations  under  the  Code. Any amounts  so  credited  as
contributions  previously made by the Employer  or  by  such
persons  under  such other Plan, as specified  by  the  Plan
Administrator, shall be treated as contributions  previously
made  under the Plan by the Employer or by such persons,  as
the   case   may   be.   Transferred  amounts   representing
accumulated  deductible  employee contributions  within  the
meaning of Section 72(o)(5)(B) of the Code shall be credited
to  a separate ADEC Rollover Account as described in Section
4.6.
     12.3 The Employer may request the Custodian to transfer
Plan  assets held by the Custodian to itself or any bank  as
Custodian  or  trustee of any other plan maintained  by  the
Employer  which satisfies the requirements of  the  Internal
Revenue  Code, provided that such transfer is  permitted  by
such  other  plan and the Custodian is provided with  (a)  a
letter  of  direction signed by the Owner  or  all  partners
directing  the transfer of Plan assets, which  letter  shall
indicate the name of the successor trustee or Custodian  and
verify  that a new qualified plan has been established  with
such  successor;  (b) a signed acceptance by  the  successor
Custodian or trustee of the new plan verifying that the plan
is  a qualified retirement trust and indicating the date  of
qualification  and  Internal Revenue  Service  qualification
number; and (c) such other information as the Custodian  may
require.
     12.4 In the event of a merger or consolidation with, or
transfer  of assets or liabilities to, any other plan,  each
Participant  shall, if the plan then terminates,  receive  a
benefit  immediately  after  the  merger,  consolidation  or
transfer, which is equal to or greater than the benefit  the
Participant  would have been entitled to receive immediately
before the merger, consolidation or transfer, assuming  that
the plan had then terminated.

                         SECTION 13
                              
                        MISCELLANEOUS

      13.1  Neither the establishment of the Plan, including
the   execution   of   the  Custodial  Agreement   and   the
Participation Agreement, nor any modification  or  amendment
thereof,  nor the creation of any fund or account,  nor  the
payment of any benefit, shall be construed as giving to  any
Participant  or  other person any legal or  equitable  right
against  the  Employer  or the Custodian  except  as  herein
provided;  and in no event shall the terms of employment  of
any  Participant  be  modified or enlarged  or  in  any  way
affected hereby.
      13.2  The  benefits provided hereunder  shall  not  be
subject   to   any  voluntary  or  involuntary   alienation,
assignment, garnishment, attachment, execution  or  levy  of
any  kind, and any attempt to cause such benefits to  be  so
subjected  shall  not be recognized. The preceding  sentence
shall also apply to the creation, assignment, or recognition
of  a  right  to  any  benefit payable  with  respect  to  a
Participant  pursuant to a domestic relations order,  unless
such  order is determined by the Plan Administrator to be  a
"qualified domestic relations order," as defined in  Section
4l4(p)  of the Code or is a domestic relations order entered
before January 1985.
      13.3  The masculine gender wherever used in this  Plan
shall  include  the  feminine as well;  the  singular  shall
include  the  plural, and the plural the  singular  wherever
appropriate for the proper interpretation of this Plan.
      13.4  This  Plan shall be construed, administered  and
enforced  according  to the laws of the State  of  Wisconsin
where  not  superseded by federal law. In  the  event  of  a
conflict  between the terms of this Plan and  those  of  the
Custodial Agreement, the former shall prevail.

                         SECTION 14
                              
                       EFFECTIVE DATE

     This Plan, as amended, is declared effective commencing
with  the  Plan Year commencing January 1, 1989, subject  to
the  Employer  obtaining a determination from  the  Internal
Revenue  Service  ("IRS") that the Plan and  its  supporting
documents  meet the requirements for qualification contained
in  the Code (unless the Employer is permitted by applicable
IRS  rulings or procedures to rely on the IRS opinion letter
approving  the form of this master Plan without obtaining  a
determination with respect to the Employer's plan).  If  the
Employer's  plan  fails  to attain or retain  qualification,
such plan will no longer participate in this master plan and
will be considered an individually designed plan.

               NICHOLAS MASTER RETIREMENT PLAN
                FOR SELF-EMPLOYED INDIVIDUALS
                     CUSTODIAL AGREEMENT
                              
SECTION 1. PURPOSE AND APPLICATION OF AGREEMENT
   The purpose of this Custodial Agreement is to provide for
   the  receipt  of  contributions made under  the  Nicholas
   Master  Retirement  Plan  for  Self-Employed  Individuals
   hereinafter   "Plan")   and   the   investment   of   the
   contributions  and  the  earnings thereon  in  Investment
   Company   Shares  for  the  exclusive  benefit   of   the
   Participants in said Plan.

SECTION 2. DEFINITIONS.
   All terms defined in the Plan shall have the same meaning
   when  used in the Custodial Agreement unless the contrary
   is   specifically   expressed  or  the  context   clearly
   indicates otherwise.

SECTION 3. PARTICIPANTS' ACCOUNTS.
   The  Custodian  shall  open and  maintain  the  following
   accounts  for  each individual as the Plan  Administrator
   shall  from  time to time certify to the Custodian  as  a
   Participant in the Plan:
       (a)  a Profit Sharing Account which shall consist  of
       that  portion  of all contributions of  the  Employer
       under    the    Employer's   Profit   Sharing    Plan
       Participation Agreement allocated to the Participant,
       and earnings thereon;
       (b)   a  Money  Purchase  Plan  Account  which  shall
       consist of that portion of all contributions  of  the
       Employer  under  the Employer's Money  Purchase  Plan
       Participation Agreement allocated to the Participant,
       and earnings thereon;
       (c)    a  Voluntary  Contribution  Account  for   the
       voluntary  contributions made by the Participant  and
       earnings thereon; and
       (d)  a Rollover Contribution Account or ADEC Rollover
       Account   for   any  rollover  contributions   of   a
       Participant as described in Section 4.6 of the  Plan,
       and earnings thereon.

SECTION 4. RECEIPT AND INVESTMENT OF CONTRIBUTIONS.
              4.1 All contributions shall be made only by or
   through   the  Employer.  Notwithstanding  the  preceding
   sentence, rollover contributions as described in  Section
   4.6  of  the  Plan  may be transferred  directly  to  the
   Custodian  from the distributing plan. All  contributions
   shall be in cash. Each Participant shall direct the  Plan
   Administrator  as  to  the  specific  Investment  Company
   Shares to be purchased with such contributions.
              4.2  All  contributions shall be in accordance
   with  the  terms of the Plan and shall be accompanied  by
   signed  written instructions from the Plan  Administrator
   to  the Custodian indicating the amount thereof which  is
   to  be  allocated to each Participant's Account  and  any
   portion  thereof  which  is the  Participant's  voluntary
   contribution. In addition, each set of such  instructions
   shall  designate  for  each  Participant  the  Investment
   Company(ies)  in which the Participant has  directed  the
   Plan  Administrator to cause the contribution made by  or
   on behalf of the Participant to be invested.
             4.3 In the event that the Custodian in its sole
   discretion  shall determine that the Plan Administrator's
   instructions are inadequate, the Custodian may return the
   contribution  to  the  Plan  Administrator  without   any
   liability Immediately upon receipt of contributions by or
   on  behalf  of a Participant, the Custodian shall  invest
   such  contributions in whole or fractional Shares of  the
   Investment  Company designated by the Plan Administrator,
   pursuant  to  the  direction of the Participant,  at  the
   price  and  in the manner in which such Shares  are  then
   being  publicly offered by the Investment Company,  which
   shares  shall  then  be  appropriately  credited  to  the
   Participant's  Account.  All  distributions  received  on
   Investment Company Shares held in a Participant's Account
   shall  be reinvested in such Shares and credited to  such
   Participant's Account. If any distribution of  Investment
   Company  Shares  may be received at the election  of  the
   shareholder  in  additional shares or in  cash  or  other
   property  the  Custodian  shall  elect  to  receive  such
   distribution in additional Investment Company Shares.
              4.4 The minimum initial contribution which the
   Custodian  shall  be required to accept with  respect  to
   either the Profit Sharing Plan or the Money Purchase Plan
   shall be $500 per Participant if either the Nicholas Fund
   or  Nicholas Income Fund is designated as the  Investment
   Company,  $1,000  per  Participant  if  Nicholas  II   is
   designated  as  the Investment Company,  and  $2,000  per
   Participant   if  Nicholas  Limited  Edition,   Inc.   is
   designated   as  the  Investment  Company.  The   minimum
   contribution  which  the Custodian  shall  thereafter  be
   required to accept shall be $100 per Participant.

SECTION 5. DISTRIBUTIONS.
             Distributions and repayments shall be made only
   as  authorized  or  required by the Plan.  The  Custodian
   shall make such distributions on the basis of information
   supplied  in writing by the Plan Administrator and  shall
   be fully protected in so doing.

SECTION 6. BENEFICIARY DESIGNATION.
              If  a  Participant, as permitted by the  Plan,
   designates  a  beneficiary to receive  any  undistributed
   balance   of   the   Participant's  Account(s)   on   the
   Participant's  death, the Plan Administrator  shall  file
   such designation with the Custodian. In the absence of an
   effective  designation so filed, any  such  undistributed
   balance  shall,  on  the  Participant's  death,  be  paid
   pursuant to Section 7.5 of the Plan.

SECTION 7. RELIANCE UPON RECORDS, CERTIFICATES, ETC.
              7.1  Notices and communications from the  Plan
   Administrator  or  Employer to  the  Custodian  shall  be
   considered  to have been made only upon delivery  to  the
   main office of the Custodian in Milwaukee, Wisconsin. All
   notices  and  other communications from the Custodian  to
   the  Employer, the Plan Administrator or any  Participant
   shall be considered sufficient if mailed by regular first
   class  mail (unless other- wise required herein)  to  the
   Employer's  last  address as listed  on  the  Custodian's
   records.
              7.2 The Custodian may rely upon any affidavit,
   certificate, letter, notice, telegram or other  paper  or
   document  believed  by  it to be genuine,  and  upon  any
   evidence  believed by it to be sufficient, and  it  shall
   not  be liable for any payment made hereunder if made  in
   good faith and without actual notice or knowledge of  any
   fact   which  would  make  such  payment  improper.   The
   Custodian  may  rely upon any instructions received  from
   the  Plan  Administrator  and may  conclusively  presume,
   without any duty to inquire, that all instructions of the
   Plan  Administrator regarding specific Investment Company
   Shares  to  be  purchased for a Participant's  Account(s)
   reflect  the directions of such Participant in accordance
   with the Plan.
              7.3  The Custodian shall be under no  duty  to
   examine  the  records of the Employer  to  determine  the
   accuracy thereof or whether any certification has been or
   should have been made, or the accuracy of any information
   which   shall   have   been  received   from   the   Plan
   Administrator  or  Employer, or whether any  contribution
   under  the  Plan  has  been properly  determined  by  the
   Employer,  nor  shall  the Custodian  have  any  duty  or
   responsibility to enforce contributions.
              7.4 The Custodian shall not be liable for  any
   action  taken upon any certification or direction of  the
   Plan  Administrator or Employer, or for acting  upon  any
   written  notice,  certification  or  other  document   or
   writing  believed by it to be genuine and  to  have  been
   signed  and  delivered by proper person or  persons.  The
   Custodian   shall   be  under  no  duty   to   make   any
   investigation  or inquiry as to statements  contained  in
   any  such  notice,  certification or  other  document  in
   writing,  and may accept the same as conclusive  evidence
   of  the  truth  and  accuracy of the  statements  therein
   contained  but, in its sole and absolute discretion,  the
   Custodian may require such further or additional evidence
   as to it may seem reasonable.
              7.5 The approval by the Employer of any report
   or accounting by the Custodian, including but not limited
   to an account by any resigned or removed Custodian, shall
   be  a complete release and discharge of the Custodian  or
   of  such  resigned or removed Custodian (as the case  may
   be),  if  not prohibited by section 410(a) of ERISA,  and
   shall  be  binding upon all Participants and all  persons
   claiming under them. No successor Custodian shall  be  in
   any  way  liable  or  responsible for  anything  done  or
   omitted   in  the  administration  of  the  Participant's
   Accounts  prior  to  the  date it  becomes  a  Custodian.
   Anything  herein  to  the contrary  notwithstanding,  the
   Employer  shall  be without power to approve  any  action
   taken  by the Custodian which is in contravention of  any
   of  the  terms  or  provisions of the Plan  or  Custodial
   Agreements.

SECTION 8. ACCOUNTING, RECORDS AND RETURNS.
   
             8.1 Within 90 days after the close of each Plan
   Year  or  the  date  of its removal or  resignation,  the
   Custodian shall file with the Employer an account of  its
   administration of all transactions hereunder  during  the
   preceding year or from the close of the last Plan Year to
   the  date  of removal or resignation. If the Employer  or
   the Plan Administrator has not objected to any accounting
   by  the Custodian within 90 days of receipt thereof, such
   accounting shall be deemed to have been approved  by  the
   Employer  and  the  Plan Administrator. All  transactions
   hereunder  shall be recorded by the Custodian in  records
   open  to inspection by the Employer or persons designated
   by the Employer.
              8.2 The Custodian shall file with the Internal
   Revenue   Service  such  returns  and  other  information
   required of it pursuant to the Internal Revenue Code.
              8.3  The  Custodian shall mail to the Employer
   all  notices, prospectuses, financial statements, proxies
   and  proxy  soliciting  material relating  to  Investment
   Company Shares held hereunder, which notices, etc.  shall
   be   distributed  by  the  Plan  Administrator   to   the
   appropriate Participants.

SECTION 9. COMPENSATION OF THE CUSTODIAN.
              The  Custodian shall receive compensation  for
   its  services  hereunder in accordance with  the  current
   schedule  of rates as agreed to between Nicholas Company,
   Inc. and the Custodian.

SECTION 10. RESIGNATION AND REMOVAL OF THE CUSTODIAN.
             10.1 The Custodian may resign by giving written
   notice   to  Nicholas  Company,  Inc.  by  certified   or
   registered mail, which resignation shall be effective  no
   less  than  sixty  (60) days after  receipt  by  Nicholas
   Company, Inc. of such notice, unless otherwise agreed  by
   the Custodian and Nicholas Company, Inc. In the event  of
   resignation  by  the  Custodian, Nicholas  Company,  Inc.
   shall  amend the Plan in accordance with Section 11.1  of
   the  Plan and create a new trust or other funding vehicle
   within  sixty  (60) days after receipt of the  notice  of
   resignation.  Should Nicholas Company, Inc.  fail  so  to
   act,  the  Plan  shall  terminate and  the  Participant's
   Accounts shall be distributed in accordance with  Section
   11.5 of the Plan.
               10.2  The  Board  of  Directors  of  Nicholas
   Company, Inc. may remove the Custodian by giving  written
   notice  by  certified or registered mail,  which  removal
   shall  be  effective no less than sixty (60)  days  after
   receipt by the Custodian of such notice, unless otherwise
   agreed by the Custodian and Nicholas Company, Inc. In the
   event of removal of the Custodian, Nicholas Company, Inc.
   shall  amend the Plan in accordance with Section 11.1  of
   the  Plan and create a new trust or other funding vehicle
   within  sixty (60) days after the Custodian's receipt  of
   the notice of removal. Should Nicholas Company, Inc. fall
   so to act, the Plan shall terminate and the Participant's
   Accounts shall be distributed in accordance with  Section
   11.5 of the Plan.

SECTION 11. CONCERNING THE CUSTODIAN.
               11.1   The  Custodian  need  not  engage   in
   litigation  unless first indemnified against  expense  by
   the  Employer  or unless the litigation is occasioned  by
   the  fault of the Custodian or involves a question of its
   fault.
          11.2   Nothing  contained  in  the  Plan,   either
   expressly  or by implication, shall be deemed  to  impose
   any  powers, duties or responsibilities on the  Custodian
   other  than  those  set  forth  in  this  Agreement   The
   Custodian  shall  be  under no duty  to  take  any  other
   action  unless  the Employer or Plan Administrator  shall
   furnish  the  Custodian with instructions in proper  form
   and   such  instructions  shall  have  been  specifically
   agreed to by the Custodian in writing.
             11.3 The Employer shall have the sole authority
   to  enforce  this  Agreement on behalf  of  any  and  all
   persons   having   or  claiming  any  interest   in   the
   Participant's  Account(s)  by  virtue  of  the  Custodial
   Agreement   or   Plan.  To  protect   the   Participant's
   Account(s)   from  expenses  which  might  otherwise   be
   incurred, it is imposed as a condition to the acquisition
   of  any interest in the Participant's Account(s), and  it
   is  hereby agreed, that no person other than the Employer
   may  institute  or  maintain  any  action  or  proceeding
   against the Custodian in the absence of written authority
   from  the  Employer  or a determination  of  a  court  of
   competent  jurisdiction that in refusing  such  authority
   the Employer has acted fraudulently or in bad faith
              11.4  The  Custodian shall have the  following
   specific powers:
       (a)  To hold securities in its name or the name of  a
       nominee;
       (b)  To employ suitable agents or counsel;
       (c)   To  continue to have the powers  granted  under
       this  Agreement  until final distribution  of  assets
       regardless  of termination of the Plan  or  Custodial
       Agreements; and
       (d)   To  act in any jurisdiction without bond unless
       otherwise required by law.

SECTION 12. RULES AND REGUMTIONS.
   The  Custodian  shall, from time to time,  formulate  and
   issue such rules and regulations as it may deem necessary
   for the purpose of its administration of the Plan, but no
   such  rule  or regulation shall be effective which  shall
   attempt  to  divest any Participant from  any  beneficial
   interest or right accruing to him under the terms hereof,
   or  which  shall attempt to vest in the Employer  at  any
   time  any property rights in or to funds or property held
   by the Custodian.

SECTION 13. AMENDMENT
   The  Custodian may with the approval of Nicholas Company,
   Inc.  amend  the provisions of this Custodial Account  at
   any  time.  Amendments  may be retroactive,  and  may  be
   applicable  to  existing  as  well  as  future  Custodial
   Agreements of which this Custodial Agreement is  a  part,
   but  no amendment, whether or not retroactive, shall take
   effect  until ten (10) days subsequent to the mailing  of
   notice thereof by the Custodian to each Employer, if any,
   whose Custodial Agreement will be affected thereby.
   
   
   EXHIBIT B


               NICHOLAS MASTER RETIREMENT PLAN
                              
                     GENERAL INFORMATION

             In 1962, the Federal Government established the
   Self-Employed  Individual  Tax  Retirement  Act.  It   is
   commonly  called the Keogh Act in honor of  the  sponsor.
   The   purpose   of  the  Act  is  to  help  self-employed
   individuals   provide  for  their   own   retirement   by
   establishing  retirement plans. Your yearly contributions
   to  a  Keogh plan are a tax deductible expense,  and  the
   earnings   of   the   fund  accumulate   tax-free   until
   retirement.
              The  Nicholas Master Retirement Plan for Self-
   Employed  Individuals includes two types  of  plans  -  a
   profit   sharing  plan  allowing  a  flexible   rate   of
   contributions  from year to year, and  a  money  purchase
   plan  requiring the same fixed rate of contributions each
   year.  You  can adopt either or both plans. If you  adopt
   both, you will be considered as having two Keogh plans.
              The  Nicholas Company, Inc. provides you  with
   IRS  approved  master plan documents (consisting  of  the
   Basic  Plan  Document  Number 01  and  the  Participation
   Agreement or Agreements you complete and sign), and  also
   provides  professional investment management through  the
   Nicholas Family of Mutual Funds.
              You are responsible for administering the plan
   or  plans you adopt in accordance with the terms  of  the
   plan  documents and applicable laws and regulations,  and
   for   preparing  any  notices,  descriptions,  elections,
   consents,  beneficiary designations, reports  or  similar
   materials   that  may  be  required  in  the  course   of
   administering  your  plan(s).  Failure  to  operate  your
   plan(s) in accordance with the master plan documents  may
   result  in disqualification of your plan(s) by  the  IRS,
   even   though  the  IRS  has  approved  the  master  plan
   documents.  You  should work in close  consultation  with
   your   own   professional  advisors   in   adopting   and
   administering a plan or plans.
              The  following  questions and answers  address
   questions that are frequently asked about Keogh plans.
              Many  facets of life have their own "language"
   and   Keogh   plans   are   no  exception.   A   complete
   understanding of the terms and definitions of Keogh plans
   is   necessary  Defined  terms  used  in  the   following
   "question  and  answer  section"  and  the  other   Keogh
   documents  are  explained in Section 2  of  the  Nicholas
   Master  Retirement  Plan  for Self-Employed  Individuals.
   Please refer to these definitions frequently as you  read
   this.

I. GENERAL
   (1)  WHO MAY ESTABLISH A KEOGH PLAN?
              Incorporated  businesses  cannot  establish  a
   Nicholas Plan. Generally, anyone who receives income  for
   personal  services in an unincorporated business  may  do
   so. Examples include persons running small commercial  or
   industrial  unincorporated  businesses  and  professional
   people   in   private  practice.  Eligibility   in   some
   situations  can  be  more difficult  to  determine.  Many
   individuals   who   work  with   a   company,   such   as
   manufacturers' representatives, may still  be  considered
   self-employed and eligible for a Keogh plan on their own.
   Another example would be that some real estate agents are
   deemed independent contractors even though they work  for
   a  realtor organization. Where there is a question,  your
   tax  adviser or the IRS can usually clarify the situation
   quickly.
             Many people who work for corporations engage in
   part-time work for themselves and may set up a Keogh plan
   for that portion of their income.
   (2)  DO ALL YOUR EMPLOYEES HAVE TO BE COVERED?
               All   regular   "employees"  and   "non-owner
   partners" must be covered subject to the conditions noted
   below  These  people  may  not  exclude  themselves  from
   coverage.
     (a)  You may establish a waiting period of up to two years
       of service before entering the plan. You may establish a
       minimum age requirement for participation, but the minimum
       age may not be later than age 21. All owners must satisfy
       the same waiting period as their employees.
     (b)  Part-time employees do not have to be covered. For
       example, a person who never works over 1,000 hours in a year
       may be considered a part-time employee. If 1,000 hours is
       established as the cutoff point, owners will not get credit
       for a "year of service" if they do not accumulate 1,000
       hours of service. The cutoff point for a year of service can
       be set lower than 1,000 hours, but not higher. Refer to
       paragraph 3(b) of the Participation Agreement.
   (3)  MUST ALL "OWNERS" BE COVERED?
              All employees, including owner-employees, must
   be covered by the same rules governing participation.
   (4)    HOW   MUCH  MAY  BE  CONTRIBUTED  ON   BEHALF   OF
   PARTICIPANTS UNDER A KEOGH PLAN?
              An owner who maintains one or more Keogh plans
   for  his business or who maintains a defined contribution
   plan   may  contribute  up  to  the  lesser  of  25%   of
   compensation or $30,000 for each participant. The maximum
   deductible  contribution  to  any  profit  sharing  plan,
   however,   is   15%   of   compensation,   not   counting
   compensation  in  excess of $150,000.  (The  $30,000  and
   $150,000  limits are subject to cost of living  increases
   announced  by  the IRS from time to time.  See  your  tax
   adviser   for  further  information  on  the   applicable
   limits.)
               You  should  be  aware  that  the  percentage
   limitation  on  the  deductible  contribution   must   be
   computed  for owners by reducing the owner's compensation
   by the amount of the contribution made by the employer on
   behalf  of  the owner to the Plan (or any other qualified
   plan)  and also by the amount of any self-employment  tax
   deduction. The formula to determine the dollar amount  of
   your  contribution  is  to  multiply  the  percentage  of
   compensation  you  want to contribute  within  the  above
   limits  by the following amount: [Your Net Profits  minus
   1/2  Self-Employment Tax] divided by [1  +  Your  Desired
   Contribution Percentage]. Please consult your tax adviser
   to  determine the exact amount of the maximum  deductible
   contribution you may make each year.
   Only  the first $150,000 of earned income or compensation
   is  considered  under  the Nicholas Plan  in  determining
   contributions. The $150,000 limit applies, in many cases,
   to  the combined compensation of the owner and any spouse
   or children who are also employed by the business.
               Part-time,  self-employed  persons  can  also
   contribute  to a Keogh plan subject to the above  limits.
   It  is  recommended  that  the  part-time,  self-employed
   consult   their   tax   advisers   before   making    any
   contributions.
              The  percentage contributed for your employees
   is  determined  by  the formula of your  plan.  You  must
   contribute to each employee no less of a percentage  than
   you contribute for yourself.
   (5)  WHAT IS A PARTICIPANT'S "COMPENSATION"?
              For  owners, "compensation" means the  owner's
   earned  income  (see  Section  2(h)  of  the  Plan).   In
   determining  earned income, any deductible  contributions
   made  by the employer on behalf of the owner to this Plan
   or any other qualified plan, and any deduction allowed to
   the   employer   for  self-employment  taxes,   must   be
   subtracted from the total earnings of the owner.
              For  other  participants, "compensation"  will
   mean either W-2 earnings or "compensation" as defined  in
   Section 415(c)(3) of the Internal Revenue Code. You  must
   select  the  applicable definition in  the  Participation
   Agreement.
              IRS  regulations identify W-2 compensation  as
   compensation  received by the employee from the  employer
   that  is  required  to  be  reported  as  wages  on   the
   employee's  Form  W-2  for income tax  purposes.  Section
   415(c)(3)(A)   of  the  Internal  Revenue  Code   defines
   "compensation" for any year to mean "the compensation  of
   the  participant  from the employer for  the  year."  IRS
   regulations    specify    that    Section    415(c)(3)(A)
   compensation  does  not  include:  contributions   to   a
   deferred  compensation plan that are not taxable  to  the
   employee  in  the year of contribution; amounts  realized
   upon  the  exercise  of  a  non-qualified  stock  option;
   amounts realized upon the sale of stock acquired under  a
   qualified  stock  option;  other  amounts  that   receive
   special  tax benefits (such as group term life  insurance
   premiums or amounts realized when restricted property  is
   no   longer   subject  to  a  risk  of  forfeiture);   or
   distributions from a deferred compensation plan  (whether
   or not includable in the employee's gross income).
              You  must  also  elect  in  the  Participation
   Agreement whether "compensation" will include or  exclude
   contributions   made  pursuant  to  a  salary   reduction
   agreement  and which are not includable in the employee's
   gross  income  because  of Code Sections  125  [cafeteria
   plans],   402(a)(8)  [now  402(e)(3),  cash  or  deferred
   arrangements],  402(h)  [SEPs]  or  403(b)  [tax-deferred
   annuities].
              Employers  should consult their  tax  advisers
   regarding  which  definition of  "compensation"  is  most
   suitable to them.
   (6)   AM I LOCKED INTO THE SAME ANNUAL CONTRIBUTION  EACH
   YEAR?
              The  annual  contribution percentages  to  the
   profit  sharing  plan may be changed by the  employer  to
   allow for changes in business conditions. If you wish  to
   change  your annual contribution percentage to the profit
   sharing  plan,  you must submit an amended  Participation
   Agreement  to  the  custodian.  Fluctuations  in   annual
   contributions must not discriminate in favor of owners or
   be used as an income averaging device by owners.
   The  annual contribution percentage to the money purchase
   plan may not be varied from year to year because that may
   adversely affect the plan's tax status.
   (7)  WHAT ABOUT EMPLOYERS WITH OTHER KEOGH PLANS OR OTHER
   EMPLOYEE BENIFT PLANS?
             Generally, limits on contributions apply to the
   sum  of all plans maintained by a single employer. Please
   refer to Sections 6.2, 6.3 and 6.4 of the Nicholas Master
   Retirement Plan for Self-Employed lndividuals.  Employers
   in  the situation described in Sections 6.3 or 6.4 of the
   Plan  should consult their tax advisers regarding  proper
   allocation to more than one Keogh plan.
   (8)   HOW LONG MAY CONTRIBUTIONS BE MADE ON BEHALF OF  AN
   OWNER?
             The owner may continue to make contributions to
   the plan as long as he continues to work.
   (9)  WHAT BENEFITS IS AN EMPLOYEE ENTITLED TO RECEIVE  IF
   HE LEAVES THE EMPLOYER?
              The Nicholas Plan provides that the account of
   a  participant  is  100% "vested"  at  all  times  (i.e.,
   nonforfeitable, whether or not he continues to  work  for
   the employer). Consequently, a participant who leaves the
   employer would be entitled to receive 100% of his or  her
   account.
   (10) WHEN CAN THE PAYMENT OF BENEFITS BEGIN?
              Payment of benefits generally may begin when a
   participant's employment terminates (including retirement
   or  death). However, the participant and, in some  cases,
   the participant's spouse, must sign a written consent  to
   any  payment  of benefits before the participant  reaches
   age  62  or,  if  later, the normal  retirement  age  you
   specify in the participation agreement
              A  10%  additional tax (in addition to regular
   income taxes) is imposed on distributions before a  self-
   employed  participant  reaches  age  59-1/2,  unless  the
   participant  makes a tax-free rollover or  in  situations
   where   certain  other  limited  exceptions  apply.   See
   question (12) for more information on rollovers.
               Generally,  benefit  distribution   for   all
   participants  must  begin by the April  1  following  the
   calendar  year in which the participant reaches  age  70-
   1/2.  For  participants who attained  age  70-1/2  before
   January  1,  1989, special rules apply.   Please  consult
   your  tax adviser and Section 1.401(a)(9) of the Proposed
   Income  Tax Regulations concerning the timing and  amount
   of any required minimum distributions.
   (11) HOW MAY DISTRIBUTIONS BE MADE?
              In  the  case of married participants  in  the
   money purchase plan who die prior to the commencement  of
   benefits, distributions from the money purchase plan must
   be made to the participant's surviving spouse in the form
   of  a  pre-retirement survivor annuity unless the married
   participant  makes a qualified election to have  benefits
   distributed in an optional form.
              In  addition, retirement benefits to a married
   participant in the money purchase plan must  be  paid  in
   the form of a qualified joint and survivor annuity and in
   the  form  of a life annuity to an unmarried participant,
   unless the participant makes a qualified election to have
   benefits distributed in an optional form.
             Distributions from the profit sharing plan to a
   participant  or his beneficiary may be made in  a  single
   payment or in installments.
               If  a  participant  dies  before  his  entire
   interest  in  the profit sharing plan is  distributed  to
   him,  his  remaining interest may have to be  distributed
   within five (5) years. The five-year rule may also  apply
   to post-death distributions from the money purchase plan,
   if  the  participant  was  single  or  made  a  qualified
   election  not  to have benefits paid as a  pre-retirement
   survivor annuity. Please refer to Section 7.9(e)  of  the
   Plan for additional details.
              The plan administrator (see question (24))  is
   responsible  for  making sure that  distributions  comply
   with  the  consent procedures and other requirements  and
   restrictions described in Section 7 of the Plan.
   (12) HOW IS THE DISTRIBUTION TAXED?
              Unless  part of your distribution has resulted
   from assets transferred to the Nicholas Master Retirement
   Plan  for  Self-Employed Individuals from an older  plan,
   all distributions are taxed as ordinary income.
              If the entire amount is paid in one year it is
   considered  ordinary income. Participants who  turned  50
   before  January  1,  1986 may elect a  form  of  ten-year
   averaging. Other participants may be eligible to elect  a
   special   five-year  forward  averaging  for   lump   sum
   distributions however, a distribution before  age  59-1/2
   to  a  self-employed individual on account of  separation
   from  service does not qualify). Distributions  taken  in
   installments are taxed as ordinary income as received.
               Distributions   generally  are   subject   to
   mandatory  20%  withholding  for  federal  income  taxes.
   Participants can avoid this withholding and  defer  taxes
   by electing to have the distribution paid directly to the
   trustee  or  custodian of an IRA or of another retirement
   plan that accepts rollovers. This type of transaction  is
   sometimes   called   a   "Direct  Rollover."   The   plan
   administrator (see question (24)) is required to  provide
   a  written  explanation of the mandatory withholding  and
   direct rollover rules before the distribution is made.
              Please  consult  your  tax  adviser  before  a
   distribution is made to review the alternatives  and  the
   tax.   Be   particularly  careful   if   you   made   any
   contributions to a Keogh plan before December  31,  1973.
   Your  tax adviser can determine, in such a situation,  if
   part  of  any  distribution is eligible for capital  gain
   treatment.
   (13) MAY VOLUNTARY CONTRIBUTIONS BE MADE?
             No.
   (14)   ARE   THERE   PENALTIES  IMPOSED   UNDER   CERTAIN
   SITUATIONS?
              There  may  be  a 10% penalty on distributions
   before age 59-1/2, as described in the answer to question
   (10)  above.  An individual receiving distributions  from
   qualified  retirement plans, tax sheltered annuities  and
   IRAs in excess of $150,000 may be subject to a 15% excise
   tax. There are exceptions, however, for payments: (a)  to
   a  beneficiary after a participant's death; (b)  directed
   by a qualified domestic relations order; (c) of after-tax
   employee contributions; or (d) rolled over to an  IRA  or
   another qualified plan.
   (15)  WHAT  GOVERNMENT  FORMS  MUST  BE  FILED  AND  WHAT
   INFORMATION MUST BE DISTRIBUTED TO PARTICIPANTS?
               Most  adopting  employers  may  rely  on  the
   favorable opinion letters issued by the Internal  Revenue
   Service  to the Nicholas Company on the qualification  of
   the Master Plan. The following employers may not rely  on
   the  opinion  letters issued by the IRS on  the  Nicholas
   Plan,   and  must  apply  to  the  IRS  for  a   separate
   determination  that their participation in  the  Nicholas
   Plan qualifies for favorable tax treatment:
              (a)  An  employer who maintains  or  ever  has
   maintained  another  qualified  plan  for  one  or   more
   employees who are covered by the Nicholas Plan(s),  other
   than  a  specified  paired plan  within  the  meaning  of
   Section 7 of Rev. Proc. 89-9, 1989-6 I.R.B. 14; or
             (b) An employer who maintains a welfare benefit
   fund  defined  in  Internal Revenue Code Section  419(e),
   which provides post retirement medical benefits allocated
   to separate accounts for key employees as defined in Code
   Section 419A(d)(3).
              If  either  of the two exceptions  apply,  the
   employer  should  request a determination  letter  as  to
   whether the Nicholas Plan(s), considered with all related
   qualified  plans  and,  if appropriate,  welfare  benefit
   funds,   satisfies  the  requirements  of  Code   Section
   401(a)(16)   as   to   limitations   on   benefits    and
   contributions in Code Section 415.
             An adopting employer must provide notice of the
   adoption  (or amendment) of the Nicholas Plan(s)  or,  if
   applicable,  of  the intent to apply for a  determination
   letter,  to  interested parties in  accordance  with  the
   requirements of Sections 16, 17 and 18 of IRS Rev.  Proc.
   94-6,  I.R.B.  1994-1, 142 (or any successor instructions
   from the IRS).
              The Internal Revenue Service and Department of
   Labor  require certain forms to be filed each  year.  The
   plan  administrator (which is normally the  employer)  is
   responsible  for  filing these forms on a  timely  basis.
   These forms may be obtained directly from either of these
   agencies. Nicholas Company and the custodian will provide
   certain  data  each year that the employer  or  his  plan
   administrator, can insert on the applicable forms. In the
   initial plan year and every third year, the employer must
   file  a  form number 5500C. In the intervening two  years
   the  employer must file a shorter, less complicated  Form
   5500R.  One-participant  plans  may  generally  use  Form
   5500EZ,  and  may not need to file at all if  total  plan
   assets are $100,OOO or less.
              A  summary plan description, which is a "plain
   language"  description of the Plan must also be  prepared
   and  submitted to the Department of Labor and to each new
   participant.  A summary description of any amendments  to
   the  Plan  must  also  be prepared, distributed  to  Plan
   participants, and filed with the Department of Labor each
   time the Plan is amended. In addition, each year the plan
   administrator must also distribute to each participant  a
   summary  of the annual report filed on the IRS Form  5500
   series.
              Certain notices, elections and consents may be
   required in connection with beneficiary designations  and
   benefit distributions. These requirements are detailed in
   specific Plan Document sections, especially Section 7.
              The IRS and Department of Labor may change the
   filing  and  notice  requirements  from  time  to   time.
   Employers,  or  their administrators, should  check  with
   their  legal tax advisers before the end of each calendar
   year. These functions are the responsibility of the  plan
   administrator and neither Nicholas nor the custodian will
   monitor the employer's compliance.
   (16)  HOW MANY INVESTMENT COMPANIES CURRENTLY ADVISED  BY
   NICHOLAS COMPANY ARE AVAILABLE FOR CONTRIBUTIONS?
              Currently  Nicholas offers  a  choice  of  six
   mutual funds:
       -     Nicholas Fund
       -     Nicholas II
       -     Nicholas Limited Edition
       -     Nicholas Equity Income Fund
       -     Nicholas Income Fund
       -     Nicholas Money Market Fund
             See question (19) for information regarding the
   investment objectives of these funds. If you do not  have
   the   applicable  fund  prospectus,  please  contact  the
   Nicholas  Family of Funds. The prospectus  contains  more
   complete information regarding charges and expenses. Read
   it carefully before you invest.
   (17)  MUST  ALL  MY CONTRIBUTIONS BE MADE  TO  INVESTMENT
   COMPANIES ADVISED BY NICHOLAS COMPANY?
              All  contributions to this self-employed  plan
   must  be  invested  in  investment companies  advised  by
   Nicholas  Company. However, employers may also contribute
   to other qualified retirement plans. Contributions to all
   plans  are  added together in regards to  maximum  limits
   allowed per year.
   (18)  WHY  SHOULD I CONSIDER A MUTUAL FUND FOR  MY  KEOGH
   ACCOUNT?
              A  mutual fund, through its adviser,  provides
   its investors with professional investment management. It
   also  provides  the  investor  with  diversification   of
   portfolio investments.
   (19)  WHAT  ARE THE INVESTMENT OBJECTIVES OF THE  VARIOUS
   MUTUAL FUNDS OFFERED BY NICHOLAS COMPANY?
              The  primary investment objective of  Nicholas
   Fund is capital appreciation, and securities are selected
   for  its portfolio on this basis. Current income will  be
   only  a secondary factor in considering the selection  of
   investments  and incidental to the primary  objective  of
   appreciation. Nicholas II has an investment objective  of
   long-term   growth  in  which  income  is   a   secondary
   consideration. Nicholas Limited Edition,  a  growth  fund
   with  a  similar objective of long-term growth  in  which
   income  is a secondary consideration, is limited  in  the
   amount  and scope of its offering. The primary investment
   objective  of Nicholas Equity Income Fund is  to  produce
   reasonable  income, with moderate long-term growth  as  a
   secondary consideration. Nicholas Income Fund seeks  high
   current  income  consistent  with  the  conservation   of
   capital  values. There are market risks inherent  in  any
   equity  investment and there can be no assurance  against
   possible  loss  in  the  value of the  Fund's  portfolio.
   Nicholas Money Market Fund has an investment objective of
   achieving  as  high  a  level of  current  income  as  is
   consistent   with   preserving  capital   and   providing
   liquidity.
   (20) WHEN MUST THE PLAN BE STARTED?
                The    Nicholas   Master   Retirement   Plan
   Participation  Agreement  must  be  signed  by  both  the
   employer  and  the  custodian  before  the  end  of   the
   employer's tax year (generally December 31). The  minimum
   contribution  is  $500  for the  Nicholas  Fund  and  the
   Nicholas Income Fund, $1,000 for Nicholas II, and  $2,000
   for  Nicolas Limited Edition, Nicholas Equity Income Fund
   and Nicholas Money Market Fund. This contribution must be
   received  by  the  custodian at  the  time  the  plan  is
   started.
             The balance of the employer's contribution must
   be received by the custodian prior to the due date of the
   employer's  tax  return  (generally  April  15)  or   any
   extension thereof.
   (21) WHAT FEES MUST BE PAID?
   Please refer to the enclosed fee schedule for a list  and
   explanation of the current custodian fees.

II. PROCEDURES
   (22)  HOW DO I ESTABLISH MY SELF EMPLOYED RETIREMENT PLAN
   AND MAKE MY INITIAL CONTRIBUTION?
              The  employer  must complete and  execute  two
   copies  of  the Participation Agreement and forward  them
   directly to the custodian at the following address:
   Nicholas Master HR-10 Plan
   c/o Firstar Trust Company
   P0. Box 2944
   Milwaukee, Wisconsin 53201-2944
Along  with the Participation Agreements, the employer  must
also  forward  to  the  custodian a completed  and  executed
Application   for   Participation  for   each   participant,
including  each owner or partner. Each application  must  be
approved  by  the plan administrator. The plan administrator
must also obtain directions from each participant as to  the
investment  fund(s) the participant desires the contribution
on  his or her behalf to be invested in. A completed initial
Contribution  Summary  Form must be sent  to  the  custodian
indicating  the  amount  contributed  on  behalf   of   each
participant  and  the  investment  fund(s)  in   which   the
participant  has directed the contribution  on  his  or  her
behalf  to  be  invested. To establish a valid self-employed
retirement plan, the above documents must be received by the
custodian  prior to the end of the employer's  taxable  year
(generally December 31).
   (23)  WHAT IF A PARTICIPANT MAKES AN IMPRUDENT INVESTMENT
   DECISION?
      Department  of Labor regulations under a  federal  law
referred  to  as  "ERISA 404(c)" describe  conditions  under
which  you (or any other administrator of your plan) may  be
relieved of responsibility or potential legal liability that
might   otherwise  apply  in  connection  with   participant
investment decisions.
     To   qualify  for  this  special  protection,  the  new
regulations   will   require   that   you   follow   certain
administrative procedures. Generally speaking,  participants
must  be  allowed to change investments at least  quarterly,
and  they  must  be given certain disclosures regarding  the
investment options, how to give investment instructions, and
whether  the  plan is intended to qualify for  ERISA  404(c)
protection.
              Please  consult an attorney with expertise  in
   this  area  for specific guidance on how to  qualify  for
   this protection.
   (24) WHAT IS A "PLAN ADMINISTRATOR"?
    Section  2(z)  of  the  Plan  and  Paragraph  6  of  the
Participation   Agreement  name  the   employer   as   "plan
administrator."  An employer is permitted to  delegate  that
duty to someone else (but not to the Nicholas Company or  to
the  custodian)  if  he  chooses. A  plan  administrator  is
generally   responsible   for  transmitting   contributions,
payments  and information between the employer, participants
and   the  custodian.  The  specific  duties  of  the   plan
administrator are found in Section 8 of the Plan. There  are
additional  duties and responsibilities placed on  the  plan
administrator by regulations issued by the Internal  Revenue
Service and the U.S. Department of Labor, some of which  are
described  in the answer to question (15) above. You  should
consult  with  your attorney or other counsel  to  determine
those additional responsibilities.
   (25) HOW DO I MAKE ADDITIONAL CONTRIBUTIONS?
    You  should  forward  to  the custodian  a  Contribution
Summary  Form  with  each  contribution  submitted  to   the
custodian. The Contribution Summary Form should indicate the
name  of  each participant for whom a contribution is  being
made,  the amounts contributed and whether they are employer
or  rollover contributions, and the account number to  which
the additional contributions are being made. The form should
also   designate  the  investment  fund(s)  in   which   the
participant has directed the contribution for him or her  to
be   invested.  The  form  must  be  signed  by   the   plan
administrator. The minimum additional contribution is  $100.
Please  notify  Nicholas Company if you  require  additional
Contribution Summary Forms.
(26)  HOW  WILL  I  KNOW  WHAT HAS  BEEN  INVESTED  FOR  THE
PARTICIPANTS' ACCOUNTS?
      Upon  receipt of your Contribution Summary  Form,  the
custodian   will  invest  contributions  in  the   specified
investment  funds and will forward to the plan administrator
a  confirmation for each amount invested showing the  dollar
amount  invested and the number of shares purchased  by  the
contribution.  At  the end of the year, the  custodian  will
forward  to the plan administrator annual statements showing
the contributions and dividend reinvestments for the account
for the entire year.
(27)  WHAT  HAPPENS WHEN A NEW PARTICIPANT BECOMES  ELIGIBLE
FOR THE PLAN?
     When a new participant first becomes eligible he should
execute  an  Application for Participation. At  the  time  a
contribution  is first made for that participant,  the  plan
administrator should approve his application and forward  it
to  the  custodian along with the Contribution Summary  Form
indicating  his initial contribution. The plan administrator
should   also   have  the  participant   direct   the   plan
administrator   as   to   which   investment   fund(s)   the
contribution for that participant is to be invested in,  and
the  plan  administrator  must designate  the  participant's
investment choice on the Contribution Summary Form.
(28) WHAT HAPPENS WHEN A PARTICIPANT TERMINATES EMPLOYMENT?
      As  soon  as  possible after a participant  terminates
employment with the employer, the plan administrator  should
complete the Benefit Payment Authorization Form, a sample of
which  is  enclosed.  The  plan  administrator  should  make
additional  copies of this form as necessary. If the  reason
for  payment  of  benefit is death  of  the  participant,  a
participant's   certified  death  certificate,   beneficiary
designation  (and/or  survivor annuity  benefit  waiver  and
spousal consent) must be forwarded to the custodian with the
Payment Authorization Form. If termination of employment  is
due   to   disability,  a  doctor's  certification  of   the
disability  must also be forwarded to the custodian.  Please
note  that  both the participant's signature  and  the  plan
administrator's signature must appear on the Benefit Payment
Authorization Form.
       Your  plan  administrator  is  also  responsible  for
complying  with  any  notice,  election,  consent  or  other
requirements specified in the plan documents (especially  in
Section 7) relating to distributions.
(29) WHAT HAPPENS IF THE EMPLOYER INCORPORATES?
     If the employer incorporates, contributions to his self-
employed  plan must cease. You should consult your legal  or
tax  advisers regarding the disposition of your  Keogh  plan
before incorporating your business.
(30)  MAY  I  TRANSFER MY CONTRIBUTIONS  FROM  ONE  FUND  TO
ANOTHER AFTER THEY HAVE BEEN INVESTED?
      Yes,  if  you  are interested in this, please  contact
Nicholas Company for details.
(31)  MAY  I ROLLOVER A DISTRIBUTION I RECEIVE FROM  ANOTHER
QUALIFIED RETIREMENT PLAN INTO EITHER OF THE NICHOLAS PLANS?
      Yes.  The  Internal Revenue Code was amended effective
beginning in 1987 to remove certain restrictions on rollover
contributions  by  key  employees. Therefore,  beginning  in
1987,  the  Nicholas Plan will accept rollover contributions
which  qualify as tax-free rollovers under the  requirements
of  the  Internal Revenue Code. You should consult your  tax
adviser  for  more information and guidance about  making  a
rollover   contribution.  Please  note  that,  among   other
requirements, a rollover must be accomplished  within  sixty
(60)  days  of  receipt of the distribution to  qualify.  In
order  to  avoid mandatory tax withholding on a distribution
from a qualified plan, a rollover should be made by means of
a   direct  payment  from  the  distributing  plan  to   the
custodian.
(32)  WHERE  CAN I GET MORE INFORMATION ABOUT  THE  NICHOLAS
MASTER RETIREMENT PLAN FOR SELF-EMPLOYED INDIVIDUALS?
      If  your  question deals with general,  legal  or  tax
aspects  of a self-employed retirement plan, you may  obtain
additional  information  from your  local  Internal  Revenue
Service  office. Your attorney or other professional adviser
should   be   consulted  regarding   the   legal   and   tax
considerations of your using the Nicholas Master  Retirement
Plan.


NICHOLAS MASTER RETIREMENT PLAN

                      CHECKLIST OF ENCLOSURES

A. TO  BE FILLED OUT AND FILED WITH THE CUSTODIAN - FIRSTAR TRUST COMPANY


   1.  Participation  Agreements (Profit Sharing, Money  Purchase
       Plan or both) DUPLICATE - FORMS 1 and 2
   2.  Contribution Summary Form - FORM 3
   3.  Application for Participation (ONE FOR EACH PARTICIPANT) - FORM 4



B. TO  BE  FILED  WITH THE PLAN ADMINISTRATOR FOR FUTURE  USE  OR REFERENCE


   1.  Nicholas Company Master Retirement Plan - EXHIBIT A
   2.  Custodial Agreement - EXHIBIT A
   3.  General Information - EXHIBIT B
   4.  Benefit Payment Authorization - FORM 5


                                        CUSTODIAN FEES*
   
Annual Maintenance Fee per Participant**

   Account  Maintained                                     $12.50
   Transfer to Successor Trustee                            15.00
   Lump Sum or Partial Distribution to a Participant        15.00
   Systematic Withdrawal Plan Distributions                 No Fee
   Refund of Excess Contribution                            15.00
   Any Outgoing Wire                                         7.50

*THESE FEES MAY BE SUBJECT TO CHANGE
**DUE BY SETTEMBER 15th EACH YEAR OR DEDUCTED AUTOMATICALLY


700  North Water Street . Milwaukee Wisconsin . 53202-4276 . 414-272-6133
                                
                             [logo]                                12/94


<PAGE>

                                                              Form 1
NICHOLAS MASTER RETIREMENT PLAN
                                                                 

                                                        [ ] New
                                                        [ ] Amended

                        PARTICIPATION AGREEMENT
                         (PROFIT-SHARING PLAN)
                         (PAIRED PLAN 01-001)

   The _________________________________________ Retirement Plan
   The  Sole  Proprietor or Partnership named below  (hereinafter
called  "Employer") hereby agrees to participate in the  Nicholas
Master  Retirement Plan for Self-Employed Individuals (consisting
of  this  Participation Agreement and Basic Plan Document  Number
01)  and  the  Nicholas  Custodial Agreement  effective  for  the
calendar  year ending December 31, 1 9__. (NOTE TO EMPLOYERS:  If
you are adopting this Plan as an amendment to an existing Profit-
Sharing Plan in order to comply with the Tax Reform Act of  1986,
insert "89" in this blank, or if later, the first year for  which
the  existing  plan was effective. The terms of this  replacement
Plan will be effective retroactively for all Plan Years beginning
after  1988,  except as otherwise specified in this Participation
Agreement  or  in  the Basic Plan Document.)  The  Employer  also
hereby  agrees to be bound by said Plan and Custodial  Agreement,
as  from  time  to  time  amended, and all  terms  and  provision
thereof.  All  words or terms defined in the Basic Plan  Document
shall  have  the same definition in this Participation Agreement.
Participation  by  the  Employer  in  said  Plan  and   Custodial
Agreement  shall  be  upon  the following  additional  terms  and
conditions:

   1.__________________________________________________________
                        Name of Employer
   
     __________________________________________________________
                        Street Address
   
     __________________________________________________________
     City                            State             Zip Code
   
     ___________________________________________________________
                 Nature of Business or Profession


      _________________________________________________________
           Employer's  Federal  Tax Identification Number

          (Enter  your  9-digit  employer  identification  number
          (EIN)  assigned by IRS. If you do not have  one,  enter
          "applied for" and apply for one on Form SS-4, available
          from  your local IRS office. This number will be needed
          for  your  Form 5500 CIR annual reports and  other  IRS
          filings.  Notify  us of your EIN  as  soon  as  one  is
          assigned to you.)

Employer's Taxable Year for Federal Income Tax Purposes:

(    ) Calendar Year

(    ) Fiscal Year Ending

Serial  Number  of  the  Plan ___________________________________
(You should  assign  a  three-digit number, beginning  with "001"
and  continuing  in   numerical sequence,  to  each tax-qualified
retirement plan you adopt. This numbering will differentiate your
plans on reports or returns you file with IRS and other agencies.
For instance, if this Plan  is the only plan you maintain,  enter
"001", or if this Plan is the second plan you have adopted, enter
"002".)

   2.   EMPLOYER  APPOINTS  FIRST  WISCONSIN  TRUST  COMPANY   AS
   CUSTODIAN.  Custodian shall invest all contributions  received
   under the Plan in Investment Company Shares designated by  the
   Plan  Administrator  and  in  accordance  with  the  Custodial
   Agreement.

   3.   ELIGIBILITY.
   (a) Each Employee will be eligible to participate in this Plan
in  accordance with Section 3 of the Basic Plan Document,  except
the following:
         (i)   Employees  who  have  not  attained  the  age   of
         __________ (cannot exceed 21).

         (ii)  Employees who have not completed ___________ Years
         of  Credited  Service  (as defined  in  the  Basic  Plan
         Document).  This requirement shall not be  greater  than
         two  (2)  years and shall be deemed to be two (2)  years
         unless  otherwise  indicated.  Employers  may  not   use
         fractional Years of Credited Service.

         (iii) Employees who terminate employment (other than  by
         reason of death or retirement) during the Plan Year with
         not  more  than  500 Hours of Service and  who  are  not
         Employees as of the last day of the Plan Year. (NOTE  TO
         EMPLOYERS: Under a special transition rule reflected  in
         Section  5.2  of  the Basic Plan Document,  Participants
         whose employment terminates during 1989 and who are  not
         Employees as of December 31, 1989 other than because  of
         death   or   retirement  do  not   share   in   employer
         contributions  to the Plan for 1989, even  if  they  had
         more  than  500  Hours of Service  for  1989.  All  such
         Participants must nevertheless be treated as  benefiting
         under  the  Plan  in 1989 for purposes  of  the  minimum
         participation and coverage rules under IRC Sections  401
         (a)(26)  and  410(b). See Proposed Treasury  Regulations
         Sections 1.401 (a) (26)-8(b) (6) and 1.410(b)-10(b)(2).)
For  purposes of this Section, the term "Employee" shall  include
all  employees  of this Employer or any employee aggregated  with
this  Employer  under IRC Sections 414(b), (c), (m)  or  (o)  and
leased employees required to be considered employees of any  such
Employer under IRC Section 414(n) or (0).

   (b) The number of Hours of Service, as that term is defined in
the Basic Plan Document, which shall constitute a Year of Service
shall be ___________ hours. This amount shall be no greater  than
1,000  hours  and shall be deemed to read 1,000  hours  unless  a
smaller  number is filled in. (NOTE TO EMPLOYERS: The number  you
fill  in  is  the  number of Hours of Service  an  Employee  must
complete  within the 12 month period after he or she is hired  or
after  an anniversary of that date in order to receive a Year  of
Credited  Service towards eligibility to participate in the  Plan
under paragraph 3(a) (ii) above. A former Participant will become
a  Participant  immediately upon returning to the employ  of  the
Employer.)

   4.  COMPENSATION.  (NOTE  TO EMPLOYERS:  The  Nicholas  Master
Retirement  Plan  for Self-Employed Individuals formerly  defined
"Compensation" to mean a Participant's total W-2 earnings for the
Plan  Year. If you are adopting this Plan as an amendment  to  an
existing  Profit-Sharing Plan in order to  comply  with  the  Tax
Reform  Act  of 1986, and the definition of Compensation  elected
below  replaces  another  definition of  Compensation  under  the
existing plan, the definition elected below will be effective  as
of January 1 of the year after the year in which this Participant
Agreement is executed. Employers also note: For any Self-Employed
Individual  covered  under  the Plan, Compensation  means  Earned
Income, regardless of the definition selected below.)

Compensation will mean all of each Participant's (check one):

[ ] W-2 earnings
[ ] compensation (as that term is defined in Section 415(c)(3) of
   the Code - see Question 5 of your General Information form)

which is actually paid to the Participant during (check one):

[ ] the Plan Year
[ ] the taxable year ending with or within the Plan Year
[ ] the Limitation Year ending with or within the Plan Year.

Compensation (check one):

[ ] shall include
[ ] shall not include

Employer  contributions  made  pursuant  to  a  salary  reduction
agreement  which are not includible in the gross  income  of  the
Employee  under Section 125, 402(a)(8), 402(h) or 403(b)  of  the
Code.

   5. CONTRIBUTIONS
   (a) Subject to the limitations contained in Section 6 (and the
minimum  contribution requirements of Section 4.2) of  the  Basic
Plan  Document, the Employer shall contribute on behalf  of  each
Participant  an  amount  equal  to ___________  percent  of  such
individual's Compensation (limited to Earned Income for an  Owner
or  Self-Employed  Individual). Unless otherwise  indicated,  the
percent  of Compensation (or Earned Income for an Owner or  Self-
Employed Individual) shall be deemed to be 15%. The Employer  may
change  the percentage of Compensation (or Earned Income  for  an
Owner  or Self-Employed Individual) to be contributed for a  Plan
Year  by  delivering a signed and completed copy  of  an  amended
Participation Agreement to the Custodian prior to the end of such
Plan Year.
   (b)     If  checked  here [ ] by the adopting  Employer;  then
effective  beginning with the first calendar year for which  this
Participation Agreement is effective (as specified in  the  first
paragraph of this Participation Agreement), or effective  instead
beginning  with the Plan Year ending December 31, 19__ (insert  a
year  only  if you want to delay the effective date  to  a  later
year),  and notwithstanding any other provision of the Plan,  the
Employer contributions under subparagraph (a) above shall be made
without regard to current or accumulated earnings and profits for
the taxable year or years ending with or within the Plan Year for
which  the  contribution is made. If the preceding sentence  does
not  apply  for  a  Plan Year; then Employer contributions  under
subparagraph  (a)  above  shall  be  made  out  of   current   or
accumulated Net Income and shall be ratably reduced in the  event
the   Net  Income  of  the  Employer  is  less  than  the   total
contributions  required  to be made  for  such  Plan  Year  under
subparagraph (a) above. (Note to Employers: If you choose to have
this  subparagraph (b) apply, then you will be required  to  make
the  full  contribution specified in subparagraph (a)  each  year
whether  or not you have any current or accumulated profits,  and
this Plan will still be considered a Profit-Sharing Plan.)
   (c)     The Annual Addition for each Participant, as described
in  Section  6.5(a) of the Basic Plan Document, shall not  exceed
for  any  Limitation Year the lesser of the Defined  Contribution
Dollar  Limitation ($30,000 or one4ourth of the  defined  benefit
dollar limitation in effect for the Limitation Year under Section
415(b)(1)  of  the  Code, whichever is greater)  or  25%  of  the
Participant's  Compensation (limited  to  Earned  Income  for  an
Owner) for such Limitation Year.

   6. PLAN ADMINISTRATOR. The Plan Administrator is_____________.
The  Plan  Administrator  must  not  be   the  Custodian  or  the
sponsoring    organization   identified     in          paragraph
15,  and  shall  be  deemed to be the Employer  unless  otherwise
indicated. The Employer shall notify the Custodian of any  change
in  the  Plan Administrator by delivering a signed and  completed
copy of an Amended Participation Agreement to the Custodian prior
to  the  end of the Plan Year for which such change is effective.
(Note  to Employers: The Plan Administrator is the party who  has
the  legal responsibility for administering and interpreting  the
Plan,  as  detailed  more fully in Section 8 of  the  Basic  Plan
Document.  The Plan Administrator must, among other things,  keep
all necessary books and records relating to the Plan, file annual
reports  and  other  forms required by government  agencies,  and
provide   to   or   obtain  from  Participants  or  beneficiaries
appropriate summaries, notices and elections regarding  the  Plan
and  benefits to be distributed under the Plan. The Custodian and
Nicholas   Company,  Inc.  do  not  provide  plan  administration
services.  Such  services are available for a fee  through  other
professional consultants and advisers.)

   7.      CUSTODIAN'S FEES. The Custodian shall receive fees for
its  services  in  respect  to  each  Participant's  account   in
accordance  with the attached fee schedule, which may be  changed
by  the  Custodian with advance notice from time to time. lf  not
separately  included, any acceptance fee listed in  the  attached
schedule  will be deducted from the initial contribution received
from  the  Employer.  Any  acceptance  or  other  Custodian  fees
excluding  annual  maintenance or activity  fees  not  separately
included  will be deducted equally from each Owner's contribution
or  account.  Annual  maintenance  fees  for  each  Participant's
account  and  any  fees  directly related  to  activity  in  that
Participant's account shall be deducted from his account.  Annual
maintenance  fees will be deducted on the last  business  day  in
September of each year and activity fees will be deducted at  the
time  incurred.  Sufficient Investment  Company  Shares  will  be
redeemed to cover this fee.
   Extraordinary  services resulting from unusual  administrative
responsibilities  not  contemplated  by  this  schedule  will  be
subject  to such additional charges as will reasonably compensate
the Custodian for the services performed.

   8.      EMPLOYER'S DUTIES. The Employer hereby agrees that  it
will   distribute  copies  of  the  current  prospectus  of   the
appropriate  Investment  Company or  Companies,  the  Basic  Plan
Document,   the   Custodial   Agreement,   and   this   completed
Participation Agreement, to each and every Participant  on  whose
behalf a contribution is made. The Employer or Plan Administrator
also  agrees  to distribute to Participants, and  file  with  the
appropriate  government  agency,  such  forms  (including  annual
reports, summary plan descriptions and any other forms) as may be
required by the Internal Revenue Service, Department of Labor  or
any other government agency.

  9.  AUTOMATIC TERMINATION OF PLAN. If the Employer's plan fails
to  attain  or  retain qualification, such plan  will  no  longer
participate  in  this  Master Plan  and  will  be  considered  an
individually designed plan.

  10.      LIMITATIONS  ON ALLOCATIONS. If you maintain  or  ever
maintained another qualified plan (other than paired plan 01-002)
in  which  any Participant in this Plan is (or was) a participant
or  could  possibly become a participant, you must complete  this
paragraph. You must also complete this paragraph if you  maintain
a welfare benefit fund, as defined in Section 419(e) of the Code,
or an individual medical account, as defined in Section 415(1)(2)
of  the Code, under which amounts are treated as Annual Additions
with respect to any Participant in this Plan. (NOTE TO EMPLOYERS:
You do not need to complete this paragraph unless either: (a) you
are  currently maintaining another qualified defined contribution
plan  which  is not a master or prototype plan; or  (b)  you  are
currently  maintaining  or  have  ever  previously  maintained  a
qualified defined benefit plan.)
  (a)      If you maintain a qualified defined contribution plan,
other  than a master or prototype plan, the provisions of Section
6.2  of  the Basic Plan Document will apply as if the other  plan
were  a  master  or  prototype plan, unless you  provide  another
method  below  under  which the plans will properly  limit  total
Annual  Additions  to the Maximum Permissible  Amount,  and  will
properly  reduce any excess amounts, in a manner  that  precludes
Employer discretion (see your legal or tax counsel for guidance):

_________________________________________________________________

_________________________________________________________________

  (b)     If the Participant is or ever has been a participant in
a  defined benefit plan maintained by you, provide language  that
will  satisfy the 1.0 limitation of Section 415(e) of  the  Code.
Such  language  must  preclude employer discretion.  See  Section
1.415)1 of the Treasury Regulations and consult your legal or tax
counsel for guidance:

_________________________________________________________________

_________________________________________________________________

  11.   NORMAL  RETIREMENT  AGE.  For  each  Participant   Normal
Retirement Age is age ___ (not to exceed 65). (NOTE TO EMPLOYERS:
If no age is specified, Normal Retirement Age shall be age 65. If
the  Employer  enforces a mandatory retirement  age,  the  Normal
Retirement Age is the lesser of that mandatory retirement age  or
the age specified in this paragraph).
  12.      LIMITATION YEAR. The Limitation Year for  purposes  of
the Plan shall be the 12-consecutive month period ending on _____
(Note to Employers: The Limitation  Year  is  the period used for
purposes of applying the annual limits on Plan contributions  and
allocations under paragraphs 5(c) and 10 above and Section  6  of
the  Basic Plan Document. If no Limitation Year is specified, the
Limitation  Year shall be the calendar year. All qualified  plans
maintained by the Employer must use the same limitation year.)

  13.      MINIMUM  ALLOCATION.  Complete  (a)  or  (b)  of  this
paragraph (as appropriate) only if you maintain another qualified
plan  or  plans  (including Paired Plan 01-002) and  any  non-Key
Employee  is or could possibly become a Participant in this  Plan
and  any of the other plans at the same time. Otherwise go on  to
paragraph 14. See Section 2(o) of the Basic Plan Document  for  a
definition of who are Key Employees.
  (a)      ALL  OTHER PLANS ARE ALSO DEFINED CONTRIBUTION  PLANS.
(NOTE  TO EMPLOYERS: Paired Plan 01-002, the Money Purchase Plan,
is  a  defined contribution plan). This Profit-Sharing Plan is  a
"deemed  top-heavy' plan" designed to operate as though  it  were
always  "top-heavy"  under IRC Section 416,  whether  or  not  it
actually  would  be  "top-heavy" under  the  provisions  of  that
Section.  Section 4.2 of the Basic Plan Document and IRC  Section
416(c)(2) require certain non-Key Employees to receive a  minimum
allocation  of  contributions (generally 3% of Compensation)  for
each  year  they  are  Participants in the  Plan  and  would  not
otherwise  be  entitled  to  receive  a  greater  allocation   of
contributions  under  the Plan. lf you  maintain  more  than  one
qualified  defined contribution plan covering  the  same  non-Key
Employee, only one of the plans must provide the required minimum
allocation. In such a case (check one):

   [  ]  the required minimum allocation specified in Section 4.2
     of the Basic Plan Document will be provided by this Plan.

   [ ]     the  required minimum allocation specified in  Section
     4.2  of  the Basic Plan Document will be provided by  Paired
     Plan  01-002, the Nicholas Money Purchase Plan (this  option
     is  available only if the Employer has adopted that plan and
     the non-Key Employee is a Participant in that plan).

   [ ]     the  method  under which the plans  will  provide  the
     required  minimum allocation in a manner that will  preclude
     Employer discretion and avoid inappropriate omissions is  as
     follows  (see IRC Section 416(c)(2) and Treasury Regulations
     Section  1.416-1,  Part M, and consult  your  legal  or  tax
     counsel before completing the blanks below):

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________


     (b)  EMPLOYER  ALSO  MAINTAINS ONE OR MORE  DEFINED  BENEFIT
PLANS. If you maintain a defined benefit plan in addition to this
Plan  (which is a defined contribution plan), specify the  method
by  which  the  plans will satisfy the minimum allocation  and/or
benefit  requirements of IRC Section 416(c), as modified  by  IRC
Section  416(h), including any required adjustments in  computing
the  denominators of the Defined Benefit and Defined Contribution
Fractions, in a manner that will preclude Employer discretion and
avoid inappropriate omissions (see IRC Sections 416(c) and 416(h)
and  Treasury Regulations Section 1 .416-1, Part M,  and  consult
your legal or tax counsel before completing the blanks below):

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________


     (c)    The Employer may change the method specified in (a)  or
(b) above only by executing a new Participation Agreement setting
forth the new method that is to apply.

   14.    CAUTION TO ADOPTING EMPLOYERS: Failure to properly fill
out  this  Participation Agreement may result in disqualification
of the Plan.

   15.     SPONSORING  ORGANIZATION. The sponsoring  organization
for   the  Nicholas  Master  Retirement  Plan  for  Self-Employed
Individuals  is  the  Nicholas Company,  Inc.,  700  North  Water
Street,  Milwaukee, Wisconsin 53202, telephone number (414)  272-
6133.  The  sponsoring  organization  will  inform  you  of   any
amendments  made  to  the  Plan  or  of  the  discontinuance   or
abandonment of the Plan.
   
AN  EMPLOYER WHO HAS EVER MAINTAINED OR WHO LATER ADOPTS ANY PLAN
(INCLUDING  A  WELFARE BENEFIT FUND, AS DEFINED  IN  IRC  SECTION
419(e), WHICH PROVIDES POST RETIREMENT MEDICAL BENEFITS ALLOCATED
TO SEPARATE ACCOUNTS FOR KEY EMPLOYEES, AS DEFINED IN IRC SECTION
419(d)(3)  OR  AN  INDIVIDUAL MEDICAL  ACCOUNTS  DEFINED  IN  IRC
SECTION 415(1)(2)) IN ADDITION  TO  THIS PLAN (OTHER  THAN PAIRED
PLAN NO.01-002) MAY  NOT  RELY  ON THE OPINION  LETTER  ISSUED BY
THE NATIONAL OFFICE  OF  THE INTERNAL REVENUE SERVICE AS EVIDENCE
THAT  THIS  PLAN  IS  QUALIFIED  UNDER IRC SECTION  401.  IF  THE
EMPLOYER WHO ADOPTS OR MAINTAINS MULTIPLE PLANS WISHES TO  OBTAIN
RELIANCE THAT HIS OR  HER  PLAN(S) ARE QUALIFIED, APPLICATION FOR
A DETERMINATION LETTER SHOULD BE  MADE  TO  THE  APPROPRIATE  KEY
DISTRICT DIRECTOR OF  INTERNAL   REVENUE  SERVICE.  THIS ADOPTION
AGREEMENT MAY BE USED ONLY IN CONNECTION WITH BASIC PLAN DOCUMENT
NUMBER 01.


   The  Participation Agreement has been signed by  the  Employer
   this _______ day of  19__.


                            _____________________________________
                                   (Print Name of Employer -
                                    Specify if a Partnership)

                        By: _____________________________________
                              (Signature of Employer. If Employer
                               is a Partnership, must be   signed
                               by authorized general partner.)

Appointment as Plan Administrator accepted:

___________________________________________
(Signature of Plan Administrator)

___________________________________________
Address (If different from Employer's)

Date: ____________________

Appointment as Custodian accepted:

By:________________________________________

Date: ____________________




                                                        Form 2
NICHOLAS MASTER RETIREMENT PLAN
                                                                  
                                                                             
                                             [ ] New
                                             [ ] Amended

                     PARTICIPATION AGREEMENT
                      (Money Purchase Plan)
                      (Paired Plan 01-002)
                                
The ____________________________________________   Retirement Plan
The Sole  Proprietor  or  Partnership named   below   (hereinafter
called  "Employer") hereby agrees to participate  in the  Nicholas
Master  Retirement Plan for Self-Employed  Individuals (consisting
of  this  Participation Agreement and Basic  Plan Document  Number
01)  and  the  Nicholas  Custodial Agreement   effective  for  the
calendar year ending December 31, 19__. (NOTE TO EMPLOYERS: If you
are  adopting  this  Plan as an amendment to   an  existing  Money
Purchase Plan in order to comply with the Tax  Reform Act of 1985,
insert "89" in this blank, or if later; the first  year for  which
the  existing  plan was effective. The terms of  this  replacement
Plan will be effective retroactively for all Plan  Years beginning
after  1988,  except as otherwise specified in this  Participation
Agreement  or  in  the Basic Plan Document.)  The   Employer  also
hereby  agrees to be bound by said Plan and Custodial   Agreement,
as  from  time  to  time  amended, and all  terms  and   provision
thereof.  All  words or terms defined in the Basic Plan   Document
shall  have  the same definition in this Participation  Agreement.
Participation  by  the  Employer  in  said  Plan  and    Custodial
Agreement  shall  be  upon  the following  additional   terms  and
conditions:

   1.__________________________________________________________
                        Name of Employer
   
     __________________________________________________________
                        Street Address
   
     __________________________________________________________
     City                            State             Zip Code
   
     ___________________________________________________________
                 Nature of Business or Profession


      _________________________________________________________
           Employer's  Federal  Tax Identification Number

          Employer's  Federal  Tax Identification  Number  (Enter
          your   9-digit  employer  identification  number  (EIN)
          assigned by IRS. If you do not have one, enter "applied
          for"  and  apply  for one on Form SS-4, available  from
          your  local IRS office. This number will be needed  for
          your  Form  5500  C/R  annual  reports  and  other  IRS
          filings.  Notify  us of your EIN  as  soon  as  one  is
          assigned to you.)

Employer's Taxable Year for Federal Income Tax Purposes:
[ ] Calendar Year
[ ] Fiscal Year Ending

Serial  Number  of  the  Plan ______________________________ (you
should  assign  a three-digit number; beginning  with  "001"  and
continuing   in   numerical  sequence,  to   each   tax-qualified
retirement plan you adopt This numbering will differentiate  your
plans on reports or returns you file with IRS and other agencies.
For  instance, if this Plan is the only plan you maintain,  enter
"001", or if this Plan is the second plan you have adopted, enter
"002".)

     2.  Employer  appoints  First  Wisconsin  Trust  Company  as
Custodian.  Custodian  shall  invest all  contributions  received
under  the  Plan in Investment Company Shares designated  by  the
Plan   Administrator  and  in  accordance  with   the   Custodial
Agreement.

     3.   ELIGIBILITY.
(a)   Each Employee will be eligible to participate in this  Plan
in  accordance with Section 3 of the Basic Plan Document,  except
the following:
     (i)   Employees who have not attained the age of  __________
     (cannot exceed 21).

     (ii)  Employees who have not completed ___________ Years  of
     Credited  Service (as defined in the Basic  Plan  Document).
     This requirement shall not be greater than two (2) years and
     shall  be  deemed  to  be  two (2)  years  unless  otherwise
     indicated.  Employers  may  not  use  fractional  Years   of
     Credited Service.

     (iii)  Employees  who terminate employment  (other  than  by
     reason of death or retirement) during the Plan Year with not
     more than 500 Hours of Service and who are not Employees  as
     of  the last day of the Plan Year. (NOTE TO EMPLOYERS: Under
     a  special transition rule reflected in Section 5.2  of  the
     Basic   Plan   Document,   Participants   whose   employment
     terminates  during  1989 and who are  not  Employees  as  of
     December  31, 1989 other than because of death or retirement
     do not share in employer contributions to the Plan for 1989,
     even  lf  they had more than 500 Hours of Service for  1989.
     All  such  Participants  must  nevertheless  be  treated  as
     benefiting  under  the  Plan in 1989  for  purposes  of  the
     minimum  participation and coverage rules under IRC Sections
     401(a)  (26)  and 410(b). See Proposed Treasury  Regulations
     Sections 1.401 (a)(26)-8(b)(6) and 1.410(b)-10(b)(2).)

For  purposes of this Section, the term "Employee" shall  include
all  employees  of this Employer or any employee aggregated  with
this  Employer  under IRC Sections 414(b), (c), (m)  or  (o)  and
leased employees required to be considered employees of any  such
Employer under IRC Section 414(n) or (o).

     (b)  The number of Hours of Service, as that term is defined
in  the  Basic Plan Document, which shall constitute  a  Year  of
Service shall be _________ hours. This amount shall be no greater
than  1,000 hours and shall be deemed to read 1 ,000 hours unless
a smaller number is filled in. (Note to Employers: The number you
fill  in  is  the  number of Hours of Service  an  Employee  must
complete  within the 12 month period after he or she is hired  or
after  an anniversary of that date in order to receive a Year  of
Credited  Service towards eligibility to participate in the  Plan
under  paragraph 3(a)(ii) above. A former Participant will become
a  Participant  immediately upon returning to the employ  of  the
Employer.)

     4.  COMPENSATION.  (NOTE TO EMPLOYERS: The  Nicholas  Master
Retirement  Plan  for Self-Employed Individuals formerly  defined
"Compensation" to mean a Participant's total W-2 earnings for the
Plan  Year. If you are adopting this Plan as an amendment  to  an
existing  Money  Purchase Plan in order to comply  with  the  Tax
Reform  Act  of 1986, and the definition of Compensation  elected
below  replaces  another  definition of  Compensation  under  the
existing plan, the definition elected below will be effective  as
of January 1 of the year after the year in which this Participant
Agreement is executed. Employers also note: For any Self-Employed
Individual  covered  under  the Plan, Compensation  means  Earned
Income, regardless of the definition selected below.)

Compensation will mean all of each Participant's (check one):

[ ] W-2 earnings
[ ] compensation (as that term is defined in Section 415(c)(3) of
   the Code - see Question 5 of your General Information form)

which is actually paid to the Participant during (check one):
[ ] the Plan Year
[ ] the taxable year ending with or within the Plan Year
[ ] the Limitation Year ending with or within the Plan Year.

Compensation (check one):
[ ] shall include
[ ] shall not include
Employer  contributions  made  pursuant  to  a  salary  reduction
agreement  which are not includible in the gross  income  of  the
Employee  under Section 125, 402(a)(8), 402(h) or 403(b)  of  the
Code.

   5.   CONTRIBUTIONS
   (a)     Subject to the limitations contained in Section 6 (and
the  minimum  contribution requirements of Section  4.2)  of  the
Basic Plan Document, the Employer shall contribute for each  Plan
Year on behalf of each Participant an amount equal  to __________
(not  to  exceed  25)  percent of such individual's  Compensation
(limited   to   Earned  Income  for  an  Owner  or  Self-Employed
Individual). In the event the Net Income of the Employer is  less
than the total contributions required to be made during such Plan
Year  on behalf of all Plan Participants, the Employer will  make
contributions regardless of the amount of Net Income.
   (b)    The Annual Addition for each Participant, as defined in
Section  6.5(a) of the Basic Plan Document, shall not exceed  for
any Limitation Year the lesser of the Defined Contribution Dollar
Limitation  ($30,000 or one4ourth of the defined  benefit  dollar
limitation in effect for the Limitation Year under Section 415(b)
(1)   of   the  Code,  whichever  is  greater)  or  25%  of   the
Participant's Compensation (limited to Earned Income for an Owner
or Self-Employed Individual) for such Limitation Year.

   6. PLAN ADMINISTRATOR. The Plan Administrator is_____________.
The  Plan  Administrator  must  not  be   the  Custodian  or  the
sponsoring    organization   identified     in          paragraph
15,  and  shall  be  deemed to be the Employer  unless  otherwise
indicated. The Employer shall notify the Custodian of any  change
in  the  Plan Administrator by delivering a signed and  completed
copy of an Amended Participation Agreement to the Custodian prior
to  the  end of the Plan Year for which such change is effective.
(Note  to Employers: The Plan Administrator is the party who  has
the  legal responsibility for administering and interpreting  the
Plan,  as  detailed  more fully in Section 8 of  the  Basic  Plan
Document.  The Plan Administrator must, among other things,  keep
all necessary books and records relating to the Plan, file annual
reports  and  other  forms required by government  agencies,  and
provide   to   or   obtain  from  Participants  or  beneficiaries
appropriate summaries, notices and elections regarding  the  Plan
and  benefits to be distributed under the Plan. The Custodian and
Nicholas   Company,  Inc.  do  not  provide  plan  administration
services.  Such  services are available for a fee  through  other
professional consultants and advisers.)

   7.      CUSTODIAN'S FEES. The Custodian shall receive fees for
its  services  in  respect  to  each  Participant's  account   in
accordance  with the attached fee schedule, which may be  changed
by  the  Custodian with advance notice from time to time. If  not
separately  included, any acceptance fee listed in  the  attached
schedule  will be deducted from the initial contribution received
from  the  Employer.  Any  acceptance  or  other  Custodian  fees
excluding  annual  maintenance or activity  fees  not  separately
included  will be deducted equally from each Owner's contribution
or  account.  Annual  maintenance  fees  for  each  Participant's
account  and  any  fees  directly related  to  activity  in  that
Participant's account shall be deducted from his account.  Annual
maintenance  fees will be deducted on the last  business  day  in
September of each year and activity fees will be deducted at  the
time  incurred.  Sufficient Investment  Company  Shares  will  be
redeemed to cover this fee.
   Extraordinary  services resulting from unusual  administrative
responsibilities  not  contemplated  by  this  schedule  will  be
subject  to such additional charges as will reasonably compensate
the Custodian for the services performed.

   8.  EMPLOYER'S DUTIES. The Employer hereby agrees that it will
distribute  copies of the current prospectus of  the  appropriate
Investment  Company  or Companies, the Basic Plan  Document,  the
Custodial  Agreement, and this completed Participation Agreement,
to  each and every Participant on whose behalf a contribution  is
made.   The  Employer  or  Plan  Administrator  also  agrees   to
distribute   to  Participants,  and  file  with  the  appropriate
government agency, such forms (including annual reports,  summary
plan descriptions and any other forms) as may be required by  the
Internal  Revenue  Service, Department  of  Labor  or  any  other
government agency.

   9.      AUTOMATIC TERMINATION OF PLAN. If the Employer's  plan
fails to attain or retain qualification, such plan will no longer
participate  in  this  Master Plan  and  will  be  considered  an
individually designed plan.

   10.     LIMITATIONS  ON ALLOCATIONS. If you maintain  or  ever
maintained another qualified plan (other than paired plan 01-001)
in  which  any Participant in this Plan is (Or was) a participant
or  could  possibly become a participant, you must complete  this
paragraph. You must also complete this paragraph if you  maintain
a welfare benefit fund, as defined in Section 419(e) of the Code,
or an individual medical account, as defined in Section 415(1)(2)
of  the Code, under which amounts are treated as Annual Additions
with respect to any Participant in this Plan. (Note to Employers:
You do not need to complete this paragraph unless either: (a) you
are  currently maintaining another qualified defined contribution
plan  which  is not a master or prototype plan; or  (b)  you  are
currently  maintaining  or  have  ever  previously  maintained  a
qualified defined benefit plan.)
   (a)     If you maintain a qualified defined contribution plan,
other  than a master or prototype plan, the provisions of Section
6.2  of  the Basic Plan Document will apply as if the other  plan
were  a  master  or  prototype plan, unless you  provide  another
method  below  under  which the plans will properly  limit  total
Annual  Additions  to the Maximum Permissible  Amount,  and  will
properly  reduce any excess amounts, in a manner  that  precludes
Employer discretion (see your legal or tax counsel for guidance):

_________________________________________________________________

_________________________________________________________________

   (b)    If the Participant is or ever has been a participant in
a  defined benefit plan maintained by you, provide language  that
will  satisfy the 1.0 limitation of Section 415(e) of  the  Code.
Such  language  must  preclude employer discretion.  See  Section
1.415-1 of the Treasury Regulations and consult your legal or tax
counsel for guidance:

_________________________________________________________________

_________________________________________________________________

   11.   NORMAL  RETIREMENT  AGE.  For  each  Participant  Normal
Retirement Age is age ___ (not to exceed 65). (NOTE TO EMPLOYERS:
If no age is specified, Normal Retirement Age shall be age 65. If
the  Employer  enforces a mandatory retirement  age,  the  Normal
Retirement Age is the lesser of that mandatory retirement age  or
the age specified in this paragraph).

   12.     LIMITATION YEAR. The Limitation Year for  purposes  of
the Plan shall be the 12-consecutive month period ending on _____
(Note to  Employers:  The  Limitation Year is the period used for
purposes of appyling the annual limits on Plan contributions  and
allocations under paragraphs 5(c) and 10 above and Section  6  of
the  Basic Plan Document. If no Limitation Year is specified, the
Limitation  Year shall be the calendar year. All qualified  plans
maintained by the Employer must use the same limitation year.)
   13.     MINIMIUM ALLOCATION.  Complete  (a)  or  (b)  of  this
paragraph (as appropriate) only lf you maintain another qualified
plan  or  plans  (including Paired Plan 01-001) and  any  non-Key
Employee  is or could possibly become a Participant in this  Plan
and any of the other plans at the same time. Otherwise, go on  to
paragraph 14. See Section 2(0) of the Basic Plan Document  for  a
definition of who are Key Employees.
   (a)     ALL  OTHER PLANS ARE ALSO DEFINED CONTRIBUTION  PLANS.
(Note  to Employers: Paired Plan 01-001, the Profit-Sharing Plan,
is  a  defined contribution plan). This Money Purchase Plan is  a
"deemed  top-heavy plan" designed to operate as  though  it  were
always  "top-heavy"  under IRC Section 416,  whether  or  not  it
actually  would  be  "top-heavy" under  the  provisions  of  that
Section.  Section 4.2 of the Basic Plan Document and IRC  Section
416(c)(2) require certain non-Key Employees to receive a  minimum
allocation  of  contributions (generally 3% of Compensation)  for
each  year  they  are  Participants in the  Plan  and  would  not
otherwise  be  entitled  to  receive  a  greater  allocation   of
contributions  under  the Plan. If you  maintain  more  than  one
qualified  defined contribution plan covering  the  same  non-Key
Employee, only one of the plans must provide the required minimum
allocation. In such a case (check one):

[  ] the required minimum allocation specified in Section 4.2  of
the Basic Plan Document will be provided by this Plan.

[  ] the required minimum allocation specified in Section 4.2  of
the  Basic Plan Document will be provided by Paired Plan  01-001,
the  Nicholas Profit-Sharing Plan (this option is available  only
if the Employer has adopted that plan and the non-Key Employee is
a Participant in that plan).

[  ]  the  method under which the plans will provide the required
minimum  allocation  in  a  manner that  will  preclude  Employer
discretion  and avoid inappropriate omissions is as follows  (see
IRC  Section 41 6(c)(2) and Treasury Regulations Section 1.416-1,
Part  M,  and consult your legal or tax counsel before completing
the blanks below):
_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________


     (b)  EMPLOYER  ALSO  MAINTAINS ONE OR MORE  DEFINED  BENEFIT
PLANS. If you maintain a defined benefit plan in addition to this
Plan  (which is a defined contribution plan), specify the  method
by  which  the  plans will satisfy the minimum allocation  and/or
benefit  requirements of IRC Section 416(c), as modified  by  IRC
Section  416(h), including any required adjustments in  computing
the  denominators of the Defined Benefit and Defined Contribution
Fractions, in a manner that will preclude Employer discretion and
avoid inappropriate omissions (see IRC Sections 416(c) and 416(h)
and  Treasury Regulations Section 1 .416-1, Part M,  and  consult
your legal or tax counsel before completing the blanks below):

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________


   (c)    The Employer may change the method specified in (a)  or
(b) above only by executing a new Participation Agreement setting
forth the new method that is to apply.

   14.    CAUTION TO ADOPTING EMPLOYERS: Failure to properly fill
out  this  Participation Agreement may result in disqualification
of the Plan.

   15.     SPONSORING  ORGANIZATION. The sponsoring  organization
for   the  Nicholas  Master  Retirement  Plan  for  Self-Employed
Individuals  is  the  Nicholas Company,  Inc.,  700  North  Water
Street,  Milwaukee, Wisconsin 53202, telephone number (414)  272-
6133.  The  sponsoring  organization  will  inform  you  of   any
amendments  made  to  the  Plan  or  of  the  discontinuance   or
abandonment of the Plan.

AN  EMPLOYER WHO HAS EVER MAINTAINED OR WHO LATER ADOPTS ANY PLAN
(INCLUDING  A  WELFARE BENEFIT FUND, AS DEFINED  IN  IRC  SECTION
419(e), WHICH PROVIDES POST RETIREMENT MEDICAL BENEFITS ALLOCATED
TO SEPARATE ACCOUNTS FOR KEY EMPLOYEES, AS DEFINED IN IRC SECTION
419(d)(3)  OR  AN INDIVIDUAL MEDICAL ACCOUNT AS  DEFINED  IN  IRC
SECTION  415(1)(2)) IN ADDITION TO THIS PLAN (OTHER  THAN  PAIRED
PLAN NO.01-001) MAY NOT RELY ON THE OPINION LETTER ISSUED BY  THE
NATIONAL OFFICE OF THE INTERNAL REVENUE SERVICE AS EVIDENCE  THAT
THIS PLAN IS QUALIFIED UNDER IRC SECTION 401. IF THE EMPLOYER WHO
ADOPTS OR MAINTAINS MULTIPLE PLANS WISHES TO OBTAIN RELIANCE THAT
HIS OR HER PLAN(S) ARE QUALIFIED, APPLICATION FOR A DETERMINATION
LETTER SHOULD BE MADE TO THE APPROPRIATE KEY DISTRICT DIRECTOR OF
INTERNAL  REVENUE SERVICE. THIS ADOPTION AGREEMENT  MAY  BE  USED
ONLY IN CONNECTION WITH BASIC PLAN DOCUMENT NUMBER 01.


   The  Participation Agreement has been signed by  the  Employer
   this _______ day of  19__.


                            _____________________________________
                                   (Print Name of Employer -
                                    Specify if a Partnership)

                        By: _____________________________________
                              (Signature of Employer. If Employer
                               is a Partnership, must be   signed
                               by authorized general partner.)

Appointment as Plan Administrator accepted:

___________________________________________
(Signature of Plan Administrator)

___________________________________________
Address (If different from Employer's)

Date: ____________________

Appointment as Custodian accepted:

By:________________________________________

Date: ____________________

<PAGE>

NICHOLAS MASTER RETIREMENT PLAN                         Form 3

                 CONTRIBUTION SUMMARY FORM

The following contribution enclosed herewith is to be credited to the
respective accounts of the following Participants in the amounts  set
forth opposite their names, and each Participant has chosen  to  have
such amount(s) invested in the fund(s) indicated.

<TABLE>
                                         Social                          Nicholas    Nicholas        Nicholas    Nicholas
                                        Security   Nicholas    Nicholas   Limited   Equity Income    Income       Money 
                 Name of Participant     Number     Fund         II      Edition*     Fund            Fund        Market

<S>              <C>                    <C>        <C>         <C>       <C>        <C>             <C>          <C>
Employer Profit  ___________________    ________   $_______    $_______  $_______   $________       $________    $_______
Sharing          
Contributions    ___________________    ________   $_______    $_______  $_______   $________       $________    $_______

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

Employer Money   ___________________    ________   $_______    $_______  $_______   $________       $________    $_______
Purchase         
Contributions    ___________________    ________   $_______    $_______  $_______   $________       $________    $_______

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

Qualified        ___________________    ________   $_______    $_______  $_______   $________       $________    $_______
Non-ADEC**       
Rollover         ___________________    ________   $_______    $_______  $_______   $________       $________    $_______
Contributions
(Designate "PS"  ___________________    ________   $_______    $_______  $_______   $________       $________    $_______
by name ifto
Profit Sharing
Plan, "MP" if
to Money
Purchase Plan)
===================================
Qualified        ___________________    ________   $_______    $_______  $_______   $________       $________    $_______
ADEC**
Rollover         ___________________    ________   $_______    $_______  $_______   $________       $________    $_______
Contributions
(Designate "PS"  ___________________    ________   $_______    $_______  $_______   $________       $________    $_______
by name ifto
Profit Sharing   Subtotals......................   $_______    $_______  $_______   $________       $________    $_______
Plan, "MP" if
to Money         Total custodian Charges.....................................................................    $_______
Purchase Plan)
                 Total Contribution (Employer, Rollover and Custodian Charges)
                 NOTE: MINIMUM - $500 for Nicholas Fund and Niholas Income Fund, $1,000 for Nicholas II, Inc.,$2000 for Nicholas
                 Equity Income Fund, Nicholas Limited Edition and Nicholas Money Market Fund. If you do not have the  applicable
                 Fund propsectus, please contact the Nicholas Family of Funds. The prospectus contains more complete information
                 regarding charges and expenses. Read it carefully before you invest.                            $_______  

The Custodian will not bill any employer for its fees; therefore, any Custodian charges not seperately included with this
participation agreement will be deducted in equal amounts from the contributions made on behalf of each Owner. Owners must be
identified as such on this form. If additional space is required to report contributions, please attach a seperate sheet hereto.

A completely-executed and approved "Application for Participation" form for each Participant (including Owners/Pertners) must
be attached to this summary contribution Form or the Custodian cannot accept this form. This form and all application forms must
be signed and dated by the Plan Administrator.

                                            _________________________________
                                               (Print name of Employer)
                Date _____________________
                                            by:______________________________
                                               Plan Administrator Signature
                                               Approved: FIRSTAR TRUST CO.
               Date ______________________
                                           by:_______________________________

*See Share Limitation in the current edition of this Fund's prospectus. Investments received after the Fund is closed will be
 returned.  If you are up against a tax deadline, please call our offices to check on the status of Nicholas Limted Edtion

**ADEC refers to amounts attributable to accumulated deductable employee contributions within the meaning of
  IRC Section 72(0)(5)(B), See Section 2.cc and 4.6 of Plan Document.
</TABLE>
<PAGE>
                                                         Form 4
NICHOLAS MASTER RETIREMENT PLAN

                Application  For  Participation
                (This form to be  filed  with
                 Custodian after  approval by
                 Plan Administrator.)


(Please Print)

Name of Employer ____________________________________________________

Name of Participant _________________________________________________

Current Address _____________________________________________________

Social Security Number ______________________________________________

Date of Birth _______________________________________________________

Date of Employment __________________________________________________

Date of Participation January 1, 19__.


Owner (as defined in Plan) (check one): ____Yes ____No


I  have  completed the eligibility requirements for participation
in the above-named self-employed retirement plan and hereby apply
to become a participant in that plan. I agree to furnish the Plan
Administrator  (the  employer or its  delegate)  all  information
necessary to implement my initial and continuing participation in
the  plan.  I agree to be bound by all terms of the plan  and  to
keep the Plan Administrator advised of my current address at  all
times when there is an account balance being held in my name.  If
I  am  not  an  Owner  or Partner, I agree  to  notify  the  Plan
Administrator and Custodian if I should at any later date  become
an Owner or Partner.

I  acknowledge  that I have received a copy of the  summary  plan
description for the above-named self-employed retirement plan and
that  the Plan Administrator has explained to my satisfaction  my
rights and duties under the plan.

_____________  ______________________________________________________
     (Date)    (Signature of Participant)

_____________  ______________________________________________________
     (Date)    Approval by Plan Administrator


               
                                                                 5/90

<PAGE>
NICHOLAS MASTER RETIREMENT PLAN                       Form 5
BENEFIT PAYMENT AUTHORIZATION




                                          
Name of Employer:_______________________________________________

1. Participant's Name __________________________________________

2. Current Mailing Address______________________________________
                                    Street Address

                          ______________________________________
                          City                State     Zip Code

3.    Social Security No.________________    4.   Date of Birth______________


5. Date of Employment ___________________    6. Date of Termination__________

7. Date of Initial Participation in Plan ____________________

8. Reason for Payment (check appropriate line)

[ ] Employment Terminated  [ ] Death
[ ] Retirement             [ ] Other (Explain) ___________________________
                                               
(If  "Death,"  include a certified copy of the death certificate,
beneficiary's  full  name, address, social  security  number  and
copies  of Beneficiary Designation and/or required Benefit Waiver
and Spousal Consent, if any)

9. Method of distribution of benefits (check appropriate line):

(A  Participant's benefits under the Money Purchase Plan  can  be
paid  in  a  f6rm  other than Survivor Annuity only  if  a  valid
Benefit  Waiver  and  Spousal Consent  is  filed  with  the  Plan
Administrator.)

[ ] Single lump-sum cash payment (See Item 10 Below)
[ ] Equal annual installment over a period of ____ years (See Item 10 Below)
[ ] Qualified Joint and Survivor Annuity
[ ] Pre-retirement Survivor Annuity
[ ] Other (Explain)

 10. Direct Rollover: Is all or part of the distribution to be
paid  directly  to  an eligible retirement plan  in  a  Direct
Rollover?  (CAUTION: a Direct Rollover normally  is  available
only   for   a  lump  sum  distribution  or  distribution   in
installments  over less than 10 years. Certain  distributions,
such  as  distributions of after-tax contributions or  minimum
required distributions under Code Section 401(a) (9),  do  not
qualify  for  a  Direct  Rollover. See  your  legal  or  other
professional  advisor  to make sure  the  distribution  is  an
"eligible  rollover  distribution"  and  that  all  applicable
requirements for such distributions, including the requirement
of a written explanation to the distributee, have been met.)

____ Yes        ____ No

If Yes, complete (a) and (b):

(a)  Provide  the  following  information  about  the  plan
     receiving the Rollover:

     Name of Plan: ______________________________________________

     Name and Address of Trustee or Custodian      

     ____________________________________________________________

     ____________________________________________________________

     ____________________________________________________________

(over please)
                                                                   
     Type of Plan (check one - if none applies, a Direct Rollover
     cannot be made):

     [ ] Qualified  IRA, described in Section 408(a)  of  the
         Internal Revenue Code.

     [ ] Qualified Individual Retirement Annuity (other  than
         endowment  contract),  described in  Code  Section  408~),
         issued by an insurance company
     
    *[ ] Qualified  Annuity  Plan  of  employer  for employees, described
         in Code Section 408(a).

    *[ ] Qualified employer pension, profit sharing or stock
         bonus  plan and trust described in Code Sections 401(a)  and
         501(a),  that  is  a defined contribution plan  and  accepts
         rollover contributions.

   _____________________

     *Surviving  spouse cannot elect a Direct Rollover  to  these
     types of plans.

   (b)   Amount of Direct Rollover (if less than entire
         distribution): $_______________________________

11.   Does Participant participate in another pension or profit
      sharing plan maintained by the Employer?     ___Yes     ____No

12.   Participant  invested  in these investment  funds  (give
      names and account numbers):

   (a)

   (b)

   (c)

   (d)
   
13.  BY SIGNING BELOW, THE PLAN ADMINISTRATOR CERTIFIES that any
     and all explanations, notices and election forms required by the
     plan and by applicable Internal Revenue Code provisions and
     Treasury Regulations to be given to the Participant in connection
     with the benefit distribution requested have been or will be
     provided within the required time periods.


Payment approved by ______________________________________  (Date) _________
                      (Plan Administrator's Signature)



BY  SIGNING  BELOW, THE DISTRIBUTEE CERTIFIES that  if  a  Direct
Rollover  is  selected at Item 10, the name, type  of  plan,  and
other information shown about the plan to receive the Rollover is
correct.

Payment requested by _____________________________________  (Date) _________
                        (Distributee's Signature)

                        [LOGO]                             12/94


<PAGE>
                                   Department of the Treasury
Internal Revenue Service           Washington DC 20224

Plan Description: Master Standardized Profit Sharing Plan & Trust
FFN:    50271590001-00l  Case 9000951  EIN: 39-1091673
BPD:  0l  Plan: 001  Letter Serial No: D245323a





                              
                                         Person to Contact:   Mr. Westry
Nicholas  Co  Inc                        Telephone  Number (2O2) 535-4972
700  North  Water  Street                Refer  Reply  to E:EP:Q:4
Suite 1010
Milwaukee        WI       53202                    Date: 04/04/90

               



   Dear Applicant:

   In  our  opinion.  the  form of the plan identified  above  is
   acceptable under section 401 of the Internal Revenue Code  for
   use  by  employers  for  the benefit of their employees.  This
   opinion relates only to the acceptability of the form  of  the
   plan under the Internal Revenue Code. It is not an opinion  of
   the effect of other Federal or local statutes.

   We have determined that the related trust or custodial account
   under  this Master plan is exempt from income tax under   Code
   section 501(a).

   You  must  furnish a copy of this letter to each employer  who
   adopts  this plan.  You are also required to send a  copy   of
   the  approved  form of the plan, any approved  amendments  and
   related  documents to each  Key District Director of  Internal
   Revenue  Service  in  whose jurisdiction  there  are  adopting
   employers.

   Our  opinion on the acceptability of the form of the  plan  is
   not  a  ruling  or determination as to whether  an  employer's
   plan  qualifies  under Code  section 401(a).  an employer  who
   adopts  this plan will be considered to have a plan  qualified
   under  Code section 401(a) provided all the terms of the  plan
   are   followed)   and   the   eligibility   requirements   and
   contribution   or benefit  provisions  are not More  favorable
   for officers, owners, or highly compensated employees than for
   other  employees.  Except as stated below)  the  Key  District
   Director will not issue a determination letter with regard  to
   this plan.

   Our  opinion  does  not  apply to the form  of  the  plan  for
   purposes of Code section 401(a)(16) if: (1) an employer   ever
   maintained  another qualified  plan for one or more  employees
   who  are covered by this plan, other than a  specified  paired
   plan within the Meaning of section 7 of Rev. Proc. 89-9,  1989-
   6  I.R.B.  14;  or (2) after December 3I, 1985,  the  employer
   Maintains   a   welfare  benefit fund defined in Code  section
   419(e),   which   provides  postretirement  medical   benefits
   allocated to separate accounts for key employees as defined in
   Code  section  419A(d)(3).  In such situations,  the  employer
   should  request  a  determination as to  whether   the   plan,
   considered   with  all  related  qualified   plans   and,   if
   appropriate1    welfare   benefit   funds,    satisfies    the
   requirements  of  Code section  401(a)(16) as  to  limitations
   on benefits  and contributions  in  Code section 415.

   If  you,  the pan sponsor,  have any questions concerning  the
   IRS  processing of this case,  please call the above telephone
   number.   This  number is only for use of  the  plan  sponsor.
   Individual   participants  and/or  adopting   employers   with
   questions concerning the plan should contact the plan sponsor.
   The  plan's  adoption  agreement Must  include  the  sponsor's
   address   and  telephone  number  for  inquiries  by  adopting
   employers.

   If you write to the  IRS  regarding this plan,  please provide
   your  telephone number and the Most convenient time for us  to
   call  in  case we need more information.  Whether you call  or
   write,  please  refer  to the Letter Serial  Number  and  File
   Folder number shown in the heading of this letter.

   You  should  keep  this letter as a permanent  record.  Please
   notify  us  if you modify or discontinue sponsorship  of  this
   plan.




                              Sincerely yours,
                              
                              
                              
                              Chief, Employee Plan Qualifications Branch
                              
<PAGE>

Internal Revenue Service
Plan Description: Master Standardized Money Purchase Pension Plan
& Trust
FFN:    50271590001-001  Case: 9000954  EIN: 39-1091673
BPD:    0l  Plan: 002  Letter Serial No: D245324a





                              
                                         Person to Contact:   Mr. Westry
Nicholas  Co  Inc                        Telephone  Number (2O2) 535-4972
700  North  Water  Street                Refer  Reply  to E:EP:Q:4
Suite 1010
Milwaukee        WI       53202                    Date: 04/04/90




   Dear Applicant:

   In  our  opinion  the  form of the plan  identified  above  is
   acceptable under section 401 of the Internal Revenue Code  for
   use  by  employers  for  the benefit of their employees   This
   opinion relates only to the acceptability of the form  of  the
   plan under the Internal Revenue Code. It is not an opinion  of
   the effect of other Federal or local  statutes.

   We have determined that the related trust or custodial account
   under  this master plan is exempt from income tax under   Code
   section 501(a).

   You  Must  furnish a copy of this letter to each employer  who
   adopts  this plan.  You are also required to send a  copy   of
   the  approved  form of the plan, any approved  amendments  and
   related  documents to each  Key District Director of  Internal
   Revenue  Service  in  whose jurisdiction  there  are  adopting
   employers.

   Our  opinion on the acceptability of the form of the  plan  is
   not  a  ruling  or determination as to whether  an  employer's
   plan  qualifies  under Code  section 401(a).  an employer  who
   adopts  this plan will be considered to have a plan  qualified
   under  Code section 401(a) provided all the terms of the  plan
   are   followed,   and   the   eligibility   requirements   and
   contribution   or benefit  provisions  are not more  favorable
   for officers, owners, or highly compensated employees than for
   other  employees.  Except as stated below,  the  Key  District
   Director will not issue a determination letter with regard  to
   this plan.

   Our  opinion  does  not  apply to the form  of  the  plan  for
   purposes of Code section 401(a)(16) if: (I) an employer   ever
   maintained  another qualified  plan for one or More  employees
   who  are  covered by this plan, other than a specified  paired
   plan within the meaning of section 7 of Rev. Proc. 89-9,  1989-
   6  I.R.B.  14;  or (2) after December 31, 1985  the   employer
   maintains   a   welfare  benefit fund defined in Code  section
   419(e),   which   provides  postretirement  medical   benefits
   allocated to separate accounts for key employees as defined in
   Code  section  419A(d)(3).  In such situations,  the  employer
   should  request  a  determination as to  whether   the   plan,
   considered   with  all  related  qualified   plans   and,   if
   appropriate,    welfare   benefit   funds,    satisfies    the
   requirements  of  Code section  401(a)(16) as  to  limitations
   on benefits  and contributions  in  Code section 415.

   If  you,  the plan sponsor,  have any questions concerning the
   IRS   processing  of  this   case,   please  call   the  above
   telephone  number.  This number  is only for use of  the  plan
   sponsor.   Individual participants and/or  adopting  employers
   with  questions  concerning the plan should contact  the  plan
   sponsor.    The  plan's adoption agreement  must  include  the
   sponsor's  address  and  telephone  number  for  inquiries  by
   adopting employers.

   If you write to the  IRS  regarding this plan,  please provide
   your  telephone number and the most convenient time to  us  to
   call  in  case we need more information.  Whether you call  or
   write,   please  refer to the Letter  Serial Number  and  File
   Folder Number shown in the heading of this letter.

   You  should  keep  this letter as a permanent  record.  Please
   notify  us  if you modify or discontinue sponsorship  of  this
   plan.

                              Sincerely yours,




                              Chief, Employee Plans Qualifications Branch
<PAGE>
        











                                  April 28, 1997




Nicholas Limited Edition, Inc.
700 North Water Street
Suite 1010
Milwaukee, WI  53202


Gentlemen:

           We  have acted as counsel to Nicholas Limited Edition,
Inc. (the "Fund"), a corporation organized under the laws of  the
State  of Maryland, in connection with the preparation and filing
of  a  registration statement on Form N-1A and amendments thereto
("Registration Statement"), relating to the registration  of  the
shares  of  common stock of the Fund ("Common Stock")  under  the
Securities Act of 1933, as amended.

           We have reviewed the Articles of Incorporation and By-
Laws  of  the Fund and the Registration Statement; we  have  also
examined  such  other corporate records, certified documents  and
other  documents  as we deem necessary for the purposes  of  this
opinion  and  we  have considered such questions  of  law  as  we
believe  to  be  involved.  We have assumed  without  independent
verification  the  genuineness of signatures and  the  conformity
with originals of all documents submitted to us as copies.  Based
upon the foregoing, we are of the opinion that:

           1.    The Fund is validly organized under the laws  of
the  State of Maryland, and has the corporate power to  carry  on
its present business and is duly authorized to own its properties
and conduct its business in those states where such authorization
is presently required.

           2.    The  Fund is authorized to issue up to  fourteen
million  (14,000,000) shares of Common Stock, par value $.01  per
share, including those shares currently issued and outstanding.

           3.    The  shares of Common Stock of the  Fund  to  be
offered for sale pursuant to the Registration Statement have been
duly  authorized  and, upon the effectiveness  of  Post-Effective
Amendment No. 10  to the  Registration  Statement and  compliance
with  applicable   federal  and  state  securities   laws     and
regulations, when sold,  issued  (within  the  limits  authorized
under  the Articles  of  Incorporation  of  the  Fund)  and  paid
for   as  contemplated in the Registration Statement, such shares
will  have  been  validly  and legally  issued,  fully  paid  and
non-assessable.

           We consent to the filing of this opinion as an exhibit
to  the Registration Statement and to the reference to us in  the
Prospectus  comprising Part A and elsewhere in  the  Registration
Statement.


                                        Very truly yours,

                                    MICHAEL BEST & FRIEDRICH




                                    /s/  David E. Leichtfuss
                                   __________________________
DEL/ljg                                  David E. Leichtfuss



                                                         February 25, 1998

Report to Shareholders:

        Nicholas Limited Edition returned 33.02% including distributions,
during 1997.  This  compares  with  22.36%  for the Russell 2000, a small
company  index,  and  21.36%  for  the  Morningstar's  small company fund
objective.  This outperformance can be attributable to our philosophy  of
owning quality companies with sound fundamental financial characteristics
and good management.  Long-term results and comparison can be seen in the
table below:
<TABLE>

                                                                    Average Annual Total Return*
                                                                    ----------------------------
                                                              1 Year     3 Years     5 Years     10 Years
                                                              ------     -------     -------     --------
<S>                                                          <C>         <C>         <C>          <C>
Nicholas Limited Edition, Inc.
 (Distributions Reinvested)................................. +33.02%     +28.25%     +17.39%      +18.53%
Morningstar Small Company Mutual Fund Objective
 (Distributions Reinvested) ................................ +21.36%     +22.83%     +16.16%      +16.40%
Russell 2000 (Dividends Reinvested) ........................ +22.36%     +22.33%     +16.41%      +15.76%
Standard & Poor's 500 (Dividends Reinvested) ............... +33.35%     +31.13%     +20.25%      +18.04%
Ending Value of $10,000 invested in Nicholas Limited
 Edition (Distributions Reinvested) ........................ $13,302     $21,092     $22,296      $54,738

</TABLE>

        By holding, for the long-term, companies with superior  financial
characteristics (growth, return on equity, capital structure and margins)
to  those  companies  in  the  indexes  and paying lower  valuations, the
long-term  results  can  and  should  be superior on  a relative basis to
those shown above.

        Nicholas Limited's performance during 1997 was due to  individual
stock selection in areas such as healthcare, financial, business services
and specialty retail.  Also, the low level  of  technology, manufacturing
and  small  speculative type companies  limited the funds downside during
1997's slide in these areas.  Currently Nicholas Limited Edition includes
approximately 60 securities diversified in industries such as health care
products and services, business services, financials, industrial products
and services, and media and entertainment.

        Looking to the future,  we  remain  cautious  as valuation levels
remain high.  The lugubrious  situation  in Asia  has caused a slowing of
growth  in  some large multi-national companies.  This may have an affect
on  valuations  going  forward.  Our  focus  on  small domestic companies
should  help  insulate the  fund from Asian  concerns.  Long-term we feel
confident  in  the  portfolio's   ability  to  continue   good   relative
performance.  I do want to remind shareholders that the returns generated
over the past 3 and 5 years have  been unusually  large  and  that  these
types  of  returns are likely unsustainable in the future. This is not to
say  that  returns will be  lower than normal, just  that caution  should
prevail.  Also remember, as can be seen in the table  above small company
indexes and  funds have been significantly under-performing large company
indexes.  This  in the future may bode well  for small company funds such
as Nicholas Limited Edition.  All our staff here at  the Nicholas Company
appreciate your continued support.

                               Sincerely,


                          /S/  David O. Nicholas
                               -----------------
                               David O. Nicholas
                               Portfolio Manager

*Total returns are historical and include change in share price
 and reinvestment of dividend and  capital gain  distributions.
 Past performance is no guarantee of future results.  Principal
 value  and  return  will  fluctuate  so  an  investment,  when
 redeemed, may be worth more or less than original cost.


FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each year)           
- ---------------------------------------------------------------------
<TABLE>

                                                                        Year ended December 31,                             
                                            ---------------------------------------------------------------------------------
                                             1997    1996    1995     1994     1993     1992     1991     1990    1989     1988
                                             ----    ----     ----     ----     ----     ----    ----     ----    ----     ----
<S>                                         <C>     <C>     <C>      <C>      <C>      <C>      <C>      <C>     <C>     <C>
NET ASSET VALUE, BEGINNING OF YEAR.......   $20.74  $19.22  $17.09   $18.68   $18.77   $16.86   $12.03   $12.49  $11.29  $ 9.15
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income..................      .00**   .01     .08      .10      .09      .08      .12      .12     .15     .10
  Net gains or (losses) on securities
     (realized and unrealized)...........     6.82    4.14    5.07     (.68)    1.59     2.74     5.07     (.34)   1.82    2.39
                                             -----   -----   -----    -----    -----    -----    -----     -----   -----   ----
     Total from investment operations....     6.82    4.15    5.15     (.58)    1.68     2.82     5.19     (.22)   1.97    2.49
                                             -----   -----   -----    -----    -----    -----    -----     -----   -----   ----


  LESS DISTRIBUTIONS:
  Dividends (from net investment income).    (.00)**  (.01)    (.08)    (.10)    (.09)    (.08)    (.12)   (.12)  (.15)    (.10)
  Distributions (from capital gains).....    (2.49)  (2.62)   (2.94)    (.91)   (1.57)    (.83)    (.24)   (.12)  (.62)    (.25)
  Distributions (in excess of book 
     realized gains).....................       --      --      --       --     (.11)***   --       --       --      --      -- 
                                             -----   -----   -----    -----    -----    -----    -----     -----   -----   ---- 

     Total distributions.................    (2.49)  (2.63)  (3.02)   (1.01)   (1.77)    (.91)    (.36)    (.24)   (.77)   (.35)
                                             -----    -----   -----    -----    -----    -----    -----     -----   -----   ----

NET ASSET VALUE, END OF YEAR.............   $25.07  $20.74  $19.22   $17.09   $18.68   $18.77   $16.86   $12.03  $12.49  $11.29 
                                             -----   -----   -----    -----    -----    -----    -----     -----   -----   ---- 
                                             -----   -----   -----    -----    -----    -----    -----     -----   -----   ---- 

TOTAL RETURN.............................    33.02%  21.81%  30.18%   (3.04%)   9.03%   16.78%   43.22%   (1.73%) 17.36%  27.26%


RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (millions).......   $328.0 $232.8   $169.6   $142.6   $180.8   $190.2    $175.3     $70.9   $57.3   $33.0
Ratio of expenses to average net assets..     .86%   .86%     .90%     .90%     .88%     .92%      .94%     1.07%   1.12%   1.32%
Ratio of net investment income
  to average net assets..................     .01%   .06%     .38%     .52%     .42%     .45%     1.05%     1.10%   1.37%   1.03%
Portfolio turnover rate..................   37.05% 32.31%   35.77%   16.29%   24.35%   24.44%    12.62%    15.15%  30.65%  30.69%
Average commission rate paid by the
  Fund on portfolio investment
  transactions *.........................   $0.0469$0.0478  $0.0450    --       --       --       --        --       --      -- 

  * Disclosure of this rate is required by the Securities and Exchange
    Commission on a prospective basis  beginning with the  Fund's 1996
    fiscal year end.  The  Fund  has  chosen  to  disclose  this  rate
    beginning in fiscal 1995.

 ** The amount rounds to $0.00, actual amount $0.0029.

*** Excess  distributions  of  book  realized  gains  is the result of
    different  accounting  treatment  for  book  and  tax purposes and
    should  not  be  treated  as  a  return of  capital for income tax
    reporting.  The Fund is required to distribute at least 98 percent
    of  realized  gains  through  October 31 to avoid paying a federal
    excise tax.  The excess distribution in 1993 generally  represents
    losses  on  the  sale  of  portfolio  securities  in the months of
    November and December.  The  losses  were  used  to offset  future
    gains.
</TABLE>

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



TOP TEN PORTFOLIO HOLDINGS
December 31, 1997 (unaudited)
- ---------------------------------------------------------------------
                                                  Pecentage of
Name                                               Net Assets
- ----------------------                            ------------
Heartland Express, Inc. .......................       4.26%
International Speedway Corporation - Class B...       3.88%
Harborside Healthcare Corporation .............       2.72%
Assisted Living Concepts, Incorporated.........       2.43%
DENTSPLY International, Inc. ..................       2.42%
ARM Financial Group, Inc. - Class A ...........       2.41%
Patterson Dental Company ......................       2.38%
Res-Care, Inc. ................................       2.37%
Poe & Brown, Inc. .............................       2.36%
Sofamor/Danek Group, Inc.......................       2.28%  
                                                     ------ 
Total of top ten portfolio holdings                  27.51%



SCHEDULE OF INVESTMENTS
December 31, 1997                                     
- ----------------------------------------------------------------------
           
 Shares or                                                    Quoted
 Principal                                                    Market
  Amount                                                       Value    
- -----------                                                -------------
                                                            (Note 1(a))
COMMON STOCKS - 89.07%


             BANKS AND FINANCE - 7.42%
    174,901  Litchfield Financial Corporation                 3,388,707
     97,500  Marshall & Ilsley Corporation                    6,057,188
    162,800  National City Bancorporation *                   4,802,600
     93,500  Pinnacle Financial Services, Inc.                4,616,562
     91,248  State Financial Services Corporation - Class A   2,452,290
    432,800  Surety Capital Corporation * +                   3,029,600
                                                            -----------
                                                             24,346,947
                                                            -----------   
             BUSINESS SERVICES - 12.07%
    213,750  Analysts International Corporation               7,374,375
    200,000  Checkfree Holdings Corporation *                 5,400,000
    176,250  DBT Online, Inc. *                               4,395,234
    150,000  Envoy Corporation *                              4,368,750
     97,150  G&K Services, Inc. - Class A                     4,080,300
    242,222  Interim Services, Inc. *                         6,267,494
    177,000  TESSCO Technologies, Incorporated *              3,451,500
    195,000  Viking Office Products, Inc. *                   4,253,438
                                                            -----------
                                                             39,591,091
                                                            -----------
             CONSUMER PRODUCTS AND SERVICES - 2.60%
     23,875  Central Parking Corporation                      1,081,836
    210,000  Extended Stay America, Inc. *                    2,611,875
    266,000  ThermoQuest Corporation *                        4,821,250
                                                            -----------
                                                              8,514,961
                                                            -----------
             HEALTH CARE PRODUCTS - 11.72%
    213,400  Ballard Medical Products                         5,174,950
    260,000  DENTSPLY International Inc.                      7,930,000
     96,000  Elan Corporation, plc *                          4,914,000
     85,000  Forest Laboratories, Inc. *                      4,191,563
    258,500  Respironics, Inc. *                              5,783,938
    115,000  Sofamor/Danek Group, Inc. *                      7,482,187
    110,650  Thermo Cardiosystems Inc. *                      2,959,887
                                                            -----------
                                                             38,436,525
                                                            -----------
             HEALTH CARE SERVICES - 19.14%
    177,500  American HomePatient, Inc. *                     4,171,250
    365,000  American Oncology Resources, Inc. *              5,840,000
    404,000  Assisted Living Concepts, Incorporated *         7,979,000
    120,000  Concentra Managed Care, Inc. *                   4,050,000
    236,000  Emeritus Corporation *                           3,009,000
    452,200  Harborside Healthcare Corporation * +            8,930,950
     75,000  MedPartners, Inc. *                              1,678,125
    283,500  National Surgery Centers, Inc. *                 7,441,875
    172,500  Patterson Dental Company *                       7,805,625
    127,500  Renal Care Group, Inc. *                         4,080,000
    268,500  Res-Care, Inc. *                                 7,786,500
                                                            -----------
                                                             62,772,325
                                                            -----------
             INDUSTRIAL PRODUCTS AND SERVICES - 7.86%
    242,692  Anicom, Inc. *                                   3,852,736
    105,000  Fastenal Company                                 4,016,250
     60,000  Republic Industries, Inc. *                      1,398,750
    190,000  Superior Services, Inc. *                        5,486,250
    367,000  Thermo Optek Corporation *                       5,642,625
    343,580  Thermo Vision Corporation *                      2,791,587
    261,400  ThermoSpectra Corporation *                      2,614,000
                                                            -----------
                                                             25,802,198
                                                            -----------
             INSURANCE - 7.13%
    300,000  ARM Financial Group, Inc. - Class A              7,912,500
    167,645  Capitol Transamerica Corporation                 3,572,934
    173,200  Poe & Brown, Inc.                                7,729,050
     70,000  Protective Life Corporation                      4,182,500
                                                            -----------
                                                             23,396,984
                                                            -----------
             MEDIA, COMMUNICATIONS AND 
            ENTERTAINMENT - 7.21%
    290,900  Asia Satellite Telecommunications
              Holdings Limited                                4,890,756
    251,000  Grand Prix Association of Long Beach, Inc. * +   3,639,500
    539,310  International Speedway Corporation - Class B    12,741,199
     95,000  Penske Motorsports, Inc. *                       2,363,125
                                                            -----------
                                                             23,634,580
                                                            -----------
             REAL ESTATE - 3.04%
    112,000  CCA Prison Realty Trust                          4,998,000
    119,000  National Health Investors, Inc.                  4,983,125
                                                            -----------
                                                              9,981,125
                                                            -----------
             RETAIL TRADE - 3.48%
     83,000  Kohl's Corporation *                             5,654,375
    220,000  O'Reilly Automotive, Inc. *                      5,775,000
                                                            -----------
                                                             11,429,375
                                                            -----------
             TRANSPORTATION - 7.40%
    165,000  C.H. Robinson Worldwide, Inc.                    3,691,875
    520,188  Heartland Express, Inc. *                       13,980,053
    237,500  Knight Transportation, Inc. *                    6,590,625
                                                            -----------
                                                             24,262,553
                                                            -----------


                TOTAL COMMON STOCKS
                 (cost $172,704,334)                        292,168,664
                                                            -----------


CONVERTIBLE BONDS - 4.07%
$1,560,000 National Healthcare, L.P.
            6.00%, due 7/1/00                                 5,742,750
 5,100,000 Richey Electronics, Inc.
            7.00%, due 3/1/06                                 5,023,500
 1,000,000 Thermo Optek Corporation
            5.00%, due 10/15/00                               1,135,000
 1,500,000 ThermoTrex Corporation
            3.25%, due 11/1/07                                1,445,625
                                                            -----------

                 TOTAL CONVERTIBLE BONDS
                (cost $11,047,950)                           13,346,875
                                                             ----------

SHORT-TERM INVESTMENTS - 7.40%
           Commercial Paper - 6.43%
 6,000,000 Hertz Corporation
            6.75%, due January 2, 1998                        6,000,000
 2,600,000 Boston Scientific Corporation
            6.70%, due January 6, 1998                        2,598,064
 2,500,000 Conagra, Incorporated
            6.44%, due January 6, 1998                        2,498,211
 1,000,000 Manpower, Inc.        
            6.20%, due January 8, 1998                          998,967
 4,000,000 Nabisco, Incorporated
            6.75%, due January 8, 1998                        3,995,500
 2,500,000 Banta Corporation
            6.20%, due January 12, 1998                       2,495,694
 2,500,000 Harnischfeger Industries, Inc.
            6.35%, due January 22, 1998                       2,491,181
                                                             ----------
                                                             21,077,617
                                                             ----------
           VARIABLE RATE DEMAND NOTES - 0.97%
   160,957 Pitney Bowes Credit Corporation
            5.33%, due January 2, 1998                          160,957
 3,034,336 Warner-Lambert Company
            5.49%, due January 2, 1998                        3,034,336
                                                             ----------
                                                              3,195,293
                                                             ----------

             TOTAL SHORT-TERM INVESTMENTS
             (cost $24,240,296)                              24,272,910
                                                             ----------
             TOTAL INVESTMENTS                                 
             (cost $207,992,580)                            329,788,449
                                                            -----------
           LIABILITIES, NET OF
             CASH AND RECEIVABLES - (0.54%)                  (1,766,183)
                                                            -----------

             TOTAL NET ASSETS
              (Basis of percentages
                disclosed above)                           $328,022,266
                                                           ------------
                                                           ------------




* Nondividend paying security.
+ This company is affiliated with the Fund as defined
  in Section 2(a)(3) of the Investment Company Act of
  1940, in that the Fund  holds  5%  or  more  of its
  outstanding voting securities.  (Note 5)



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

STATEMENT OF ASSETS AND LIABILITIES
December 31, 1997                                    
- ----------------------------------------------------------------------
<TABLE>
<S>                                                                                                 <C>
ASSETS:
       Investments in securities at market value(Note 1 (a)) - 
         Nonaffiliated issuers (cost $198,650,633) - see accompanying schedule of investments.....  $314,188,399
         Affiliated issuers (cost $9,341,947) - see accompanying schedule of investments (Note 5).    15,600,050

       Receivables --
             Investment securities sold...........................................................       359,588
             Dividends and interest...............................................................       369,206
                                                                                                    ------------
                   Total receivables..............................................................       728,794
                                                                                                    ------------
                   Total assets...................................................................   330,517,243
                                                                                                    ------------
LIABILITIES:
       Payables --
             Investment securities purchased......................................................       367,270
             Management fee (Note 2)..............................................................       210,648
             Dividends payable....................................................................     1,850,377
             Other payables and accrued expenses..................................................        66,682
                                                                                                    ------------
                   Total liabilities..............................................................     2,494,977
                                                                                                    ------------
                   Total net assets...............................................................  $328,022,266
                                                                                                    ------------
                                                                                                    ------------


NET ASSETS CONSIST OF:
       Fund shares issued and outstanding.........................................................  $206,259,011
       Net unrealized appreciation on investments (Note 3)........................................   121,763,255
                                                                                                    ------------
                                                                                                    $328,022,266
                                                                                                    ------------
                                                                                                    ------------


NET ASSET VALUE PER SHARE ($.01 par value, 20,000,000 shares authorized),
  offering price and redemption price ($328,022,266/ 13,083,412 shares outstanding).............          $25.07
                                                                                                          ------
                                                                                                          ------


</TABLE>
             The accompanying notes to financial statements
                are an integral part of this statement.

STATEMENT OF OPERATIONS
For the year ended December 31, 1997                                 
- ----------------------------------------------------------------------
<TABLE>
<S>                                                                                                    <C>
INCOME:
       Dividends ...................................................................................   $1,159,587
       Interest......................................................................................   1,200,671
                                                                                                      -----------
                                                                                                        2,360,258
                                                                                                      -----------

EXPENSES:
       Management fee (Note 2)......................................................................    2,039,866
       Transfer agent fees..........................................................................      124,525
       Registration fees............................................................................       58,250
       Legal fees...................................................................................       33,886
       Audit and tax consulting fees................................................................       19,375
       Postage......................................................................................       15,230
       Custodian fees...............................................................................       14,633
       Printing.....................................................................................        7,768
       Insurance....................................................................................        6,374
       Telephone....................................................................................        3,811
       Directors' fees..............................................................................        1,200
       Other operating expenses....................................................................           848
                                                                                                      -----------
                                                                                                        2,325,766
                                                                                                      -----------
             Net investment income..................................................................       34,492
                                                                                                      -----------

NET REALIZED GAINS ON INVESTMENTS (Note 1 (b))......................................................   29,741,180
                                                                                                      -----------

NET INCREASE IN UNREALIZED APPRECIATION ON INVESTMENTS .............................................   47,262,890
                                                                                                      -----------

             Net gain on investments...............................................................    77,004,070
                                                                                                      -----------

             Net increase in net assets resulting from operations...................................  $77,038,562
                                                                                                      -----------
                                                                                                      -----------

</TABLE>

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

STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1997 and 1996                       
- ----------------------------------------------------------------------
<TABLE>
<S>                                                                               <C>           <C>
                                                                                      1997           1996   
                                                                                     ------         ------   
OPERATIONS:
     Net investment income......................................................  $    34,492   $    124,492
     Net realized gains on investments (Note 1 (b)).............................   29,741,180     26,204,908
     Net increase in unrealized appreciation on investments.....................   47,262,890     11,558,045
                                                                                  ------------   -----------
     Net increase in net assets resulting from operations.......................   77,038,562     37,887,445
                                                                                  ------------   -----------

DISTRIBUTIONS TO SHAREHOLDERS:
     Distributions from net investment income ($ 0.0029 and $0.0124 per share,
       respectively)............................................................       (34,492)    (124,492)
     Distributions from net realized gains on investments ($2.4886 and $2.6151
       per share, respectively).................................................   (29,741,180) (26,204,908)
                                                                                  ------------    ----------
          Total distributions...................................................   (29,775,672) (26,329,400)
                                                                                  ------------    ----------

CAPITAL SHARE TRANSACTIONS:
     Proceeds from shares issued (2,829,418 and 2,847,668 shares, respectively)...  70,335,372    63,721,201
     Net asset value of shares issued in distributions to shareholders
       (1,126,020 and 1,198,162 shares, respectively)...........................    27,925,295    24,442,501

     Cost of shares redeemed (2,094,015 and 1,645,480 shares, respectively).....   (50,255,447) (36,536,271)
                                                                                  ------------    ----------
         Increase in net assets derived from capital 
            share transactions..................................................    48,005,220    51,627,431
                                                                                  ------------    ----------
         Total increase in net assets...........................................    95,268,110    63,185,476
                                                                                  ------------    ----------
NET ASSETS, at the beginning of the year........................................   232,754,156   169,568,680
                                                                                  ------------   -----------
NET ASSETS, at the end of the year..............................................  $328,022,266  $232,754,156
                                                                                  ------------  ------------
                                                                                  ------------  ------------
</TABLE>
     The accompanying notes to financial statements
        are an integral part of these statements.

HISTORICAL RECORD (unaudited)
- ----------------------------------------------------------------------
<TABLE>
                                                          Net Investment                      Dollar      Growth of
                                               Net            Income      Capital Gain       Weighted     An Initial
                                            Asset Value   Distributions   Distributions   Price/Earnings   $10,000
                                             Per Share      Per Share       Per Share        Ratio**     Investment***
                                            -----------   -------------   -------------   -------------- -------------
<S>                                            <C>        <C>             <C>               <C>            <C>
May 18, 1987 *.............................    $10.00     $    --         $    --             --           $10,000
December 31, 1987 .........................      9.15       .0900              --           13.9 times       9,242
December 31, 1988..........................     11.29       .0969           .2527           14.1            11,762
December 31, 1989..........................     12.49       .1453           .6151           16.3            13,804
December 31, 1990..........................     12.03       .1207           .1213           14.2            13,566
December 31, 1991..........................     16.86       .1228           .2407           21.9            19,429
December 31, 1992..........................     18.77       .0815           .8275           18.8            22,690
December 31, 1993..........................     18.68       .0867          1.6782           20.4            24,738
December 31, 1994..........................     17.09       .1031           .9065           18.3            23,985
December 31, 1995..........................     19.22       .0761          2.9353           25.2            31,223
December 31, 1996..........................     20.74       .0124          2.6151           30.7            38,031
December 31, 1997..........................     25.07       .0029 (a)      2.4886 (a)       33.0            50,590
</TABLE>

    *Date of Initial Public Offering.
   **Based on latest 12 months accomplished earnings.
  ***Assuming reinvestment of all distributions.

(a) Paid December 31, 1997 to shareholders
    of record December 29, 1997.

  Range in quarter end price/earnings ratios
      High 35.5          Low 13.3
  September 30, 1997  June 30, 1988


NOTES TO FINANCIAL STATEMENTS
December 31, 1997                                                   
- ----------------------------------------------------------------------

(1) Summary of Significant Accounting Policies --

    Nicholas Limited Edition, Inc. (the "Fund") is an open-end, diversified
management investment company registered under the Investment Company Act of 
1940, as amended.  The primary objective of the Fund is long-term growth.  
Current income is a small factor in considering the selection of investments.  
The following is a summary of the significant accounting policies of the Fund.

     (a) Each equity security is valued at the last sale price reported by the 
principal security exchange on which the issue is traded, or if no sale is 
reported, the last bid price. Most debt securities, excluding short-term 
investments, are valued at current evaluated bid price.  Variable rate demand 
notes are valued at cost which approximates market value.  U.S. Treasury Bills 
and commercial paper are stated at market value with the resultant difference 
between market value and original purchase price being recorded as interest 
income.  Investment transactions are recorded no later than the first business 
day after the trade date.  Cost amounts, as reported on the schedule of 
investments and the statement of assets and liabilities, are the same for 
Federal income tax purposes.

     (b) Net realized gains and losses on common stocks were computed on the 
basis of specific certificates.

     (c) Provision has not been made for Federal income taxes or excise taxes 
since the Fund has elected to be taxed as a "regulated investment company" and 
intends to distribute substantially all taxable income to its shareholders and 
otherwise comply with the provisions of the Internal Revenue Code applicable to 
regulated investment companies.

     (d) Dividend income and distributions to shareholders are recorded on the 
ex-dividend date.  Non-cash dividends, if any, are recorded at fair market 
value on date of distribution.

     (e) The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the financial 
statements, and the reported amounts of revenues and expenses during the 
reporting period.  Actual results could differ from the estimates.

(2) Investment Adviser and Management Agreement --
    The Fund has an agreement with Nicholas Company, Inc. (with whom certain 
officers and directors of the Fund are affiliated) to serve as investment 
adviser and manager.  Under the terms of the agreement, a monthly fee is paid 
to the investment adviser based on 1/16th of 1% (.75 of 1% on an annual basis) 
of the average net asset value.  Also, the investment adviser may be reimbursed 
for clerical and administrative services rendered by its personnel.  The 
advisory agreement is subject to an annual review by the Directors of the Fund.

(3) Net Unrealized Appreciation --
    Aggregate gross unrealized appreciation (depreciation) as of December 31, 
1997, based on investment cost for Federal tax purposes is as follows:

          Aggregate gross unrealized
           appreciation on investments ...............$127,349,505 
          Aggregate gross unrealized 
           depreciation on investments ................ (5,586,250)
                                                        ----------
              Net unrealized appreciation ............$121,763,255
                                                       -----------
                                                       -----------

(4) Investment Transactions --
    For the year ended December 31, 1997, the cost of purchases and the 
proceeds from sales of investments, other than short-term obligations, 
aggregated $98,563,927 and $95,921,681, respectively.

(5) Transactions with Affiliates --
        Following is an analysis of transactions with "affiliated companies" 
        for the year ended December 31, 1997, as defined by the Investment 
        Company Act of 1940:

<TABLE>
<CAPTION>
                                                                                                       Amount of
                                                                                                        Capital
                                                                                          Amount of       Gain 
                                                                                          Dividends    Realized
                                                         Share Activity                   Credited     on Sale
                                            ------------------------------------------    to Income    of Shares
                                             Balance                          Balance     in Fiscal    in Fiscal
               Security Name                12/31/96   Purchases     Sales    12/31/97      1997         1997  
               -------------                --------   ---------     -----    --------    ---------    ---------  
    <S>                                     <C>         <C>          <C>      <C>           <C>         <C>
    Surety Capital Corporation...........   432,800       ---         ---     432,800        ---          ---
    Grand Prix Association of Long
      Beach, Inc.........................   246,000       5,000       ---     251,000        ---          ---     
    Harborside Healthcare Corporation....   391,100      61,100       ---     452,200        ---          ---     
                                                           
</TABLE>                             
REPORT OF INDEPENDANT PUBLIC ACCOUNTANTS                            
- ----------------------------------------------------------------------

To the Shareholders and Board of Directors
  of Nicholas Limited Edition, Inc.:

     We have audited the accompanying statement of assets and liabilities of 
NICHOLAS LIMITED EDITION, INC. (a Maryland corporation), including the schedule
of investments, as of December 31, 1997, the related statement of operations 
for the year then ended, the statements of changes in net assets for each of 
the two years in the period then ended, and the financial highlights for the 
periods presented.  These financial statements and financial highlights are the
responsibility of the Fund's management.  Our responsibility is to express an 
opinion on these financial statements and financial highlights based on our 
audits.

     We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  Our procedures included confirmation of securities 
owned as of December 31, 1997, by correspondence with the custodian and 
brokers.  As to securities purchased but not received, we requested 
confirmation from brokers and, when replies were not received, we carried out 
other alternative auditing procedures.  An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall financial statement presentation.  We believe 
that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of 
Nicholas Limited Edition, Inc. as of December 31, 1997, the results of its 
operations for the year then ended, the changes in its net assets for each of 
the two years in the period then ended, and the financial highlights for the 
periods presented, in conformity with generally accepted accounting principles.

                                           ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin,
January 22, 1998.

NICHOLAS FAMILY OF FUNDS
Services Offered
- ---------------------------------------------------------------------
* IRAs
        *Traditional    *Educational
        *Roth           *SEP

*Self-employed Master Retirement Plan
        *Money Purchase *Profit Sharing

*Automatic Investment Plan

*Direct Deposite of Distributions

*Systematic Withdrawl Plan

*Monthly Automatic Exchange between Funds

*Telephone Redemption (Regular accounts only)

*Telephone Exchange

*24-hour Automated Account Information (800-544-6547)

Please call a shareholder representative for further information on
the above services or with any other questions you may have regarding
the Nicholas Family of Funds.

                         800-227-5987


                         OFFICERS AND DIRECTORS
                           
                           ALBERT O. NICHOLAS
                         President and Director

                           THOMAS J. SAEGER
            Executive Vice President, Secretary and Director

                           MELVIN L. SCHULTZ
                               Director

                           DAVID L. JOHNSON
                       Executive Vice President

                           LYNN S. NICHOLAS
                         Senior Vice President

                           DAVID O. NICHOLAS
                         Senior Vice President

                            JEFFREY T. MAY
                         Senior Vice President

                           CANDACE l. LESAK
                            Vice President
                        
                            MARK J. GIESE
                       Assistant Vice President

                          TRACY C. EBERLEIN
                       Assistant Vice President

                           MARY C. GOSEWEHR
                              Treasurer

                         INVESTMENT ADVISOR
                        
                        NICHOLAS COMPANY, INC.
                     414-272-6133 or 800-227-5987   

                     CUSTODIAN AND TRANSFER AGENT

                        FIRSTAR TRUST COMPANY
                     414-276-0535 or 800-544-6547

                    INDEPENDANT PUBLIC ACCOUNTANTS

                       ARTHUR ANDERSEN LLP
                          Milwaukee, WI

                              COUNSEL
                     
                     MICHAEL, BEST & FRIEDRICH
                          Milwaukee, WI


 This  report  is  submitted  for  the  information  of  shareholders of the
 Fund. It is not authorized for distribution to prospective investors unless
 preceded or accompanied by an effective prospectus.

NICHOLAS LIMITED EDITION

700 N. Water Street
Milwaukee, WIsconsin 53202

December 31, 1997


                             <letterhead>











                CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As  independent public accountants, we hereby consent to the use of our  report,
and  to all references to our Firm, included in or made a part of this Form N-1A
registration statement for Nicholas Limited Edition, Inc.





                                        ARTHUR ANDERSEN LLP


Milwaukee, Wisconsin,
April 23, 1997.



<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        207992580
<INVESTMENTS-AT-VALUE>                       329788449
<RECEIVABLES>                                   728794
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               330517243
<PAYABLE-FOR-SECURITIES>                        367270
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      2127707
<TOTAL-LIABILITIES>                            2494977
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     206259011
<SHARES-COMMON-STOCK>                         13083412
<SHARES-COMMON-PRIOR>                         11221989
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     121763255
<NET-ASSETS>                                 328022266
<DIVIDEND-INCOME>                              1159587
<INTEREST-INCOME>                              1200671
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 2325766
<NET-INVESTMENT-INCOME>                          34492
<REALIZED-GAINS-CURRENT>                      29741180
<APPREC-INCREASE-CURRENT>                     47262890
<NET-CHANGE-FROM-OPS>                         77038562
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        34492
<DISTRIBUTIONS-OF-GAINS>                      29741180
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        2829418
<NUMBER-OF-SHARES-REDEEMED>                    2094015
<SHARES-REINVESTED>                            1126020
<NET-CHANGE-IN-ASSETS>                        95268110
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          2039866
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                2325766
<AVERAGE-NET-ASSETS>                         271566703
<PER-SHARE-NAV-BEGIN>                            20.74
<PER-SHARE-NII>                                   .003
<PER-SHARE-GAIN-APPREC>                           6.82
<PER-SHARE-DIVIDEND>                              .003
<PER-SHARE-DISTRIBUTIONS>                         2.49
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              25.07
<EXPENSE-RATIO>                                    .86
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE>
<CAPTION>

Compound and Total Return Calculation                  NICHOLAS LIMITED EDITION               12/31/96      THRU    12/31/97

Starting date:             12/31/96                                 future value     1,330.21
Ending date:               12/31/97                                 present valu     1,000.00

Total Return                                   33.0213%               # years               1
Average annual return                          33.0213%               # days           365.00

Investment                                                          Redemption
Lump sum                                                            Lump sum
Annuity                                                             Annuity


                PRICE          INV INC      CAP GAIN                # of SHARES   REINVESTED  REINVESTED    CUM         TOTAL
   DATE         /SHARE         /SHARE        /SHARE       INVEST     PURCHASED     INV INC    CAP GAIN     SHARES    MARKET VALUE
- ----------- -------------    -----------   ----------- ------------- ----------  -----------  ---------- ----------  ------------
 <C>                 <C>           <C>          <C>            <C>       <C>            <C>       <C>        <C>        <C>
 12/31/96 A          20.74                                     1000      48.216                              48.216     $1,000.00
 12/30/97 D          24.80         0.0029       2.4886                                  0.006     4.838      53.060     $1,315.89
 12/31/97 A          25.07                                                                                   53.060     $1,330.21

</TABLE>
<TABLE>
<CAPTION>
Compound and Total Return Calculation                  NICHOLAS LIMITED EDITION               12/31/92      THRU    12/31/97

Starting date:             12/31/92                                 future value     2,229.62
Ending date:               12/31/97                                 present valu     1,000.00

Total Return                                  122.9620%               # years               5
Average annual return                          17.3941%               # days          1826.00

Investment                                                          Redemption
Lump sum                                                            Lump sum
Annuity                                                             Annuity


                PRICE          INV INC      CAP GAIN                # of SHARES   REINVESTED  REINVESTED    CUM         TOTAL
   DATE         /SHARE         /SHARE        /SHARE       INVEST     PURCHASED     INV INC    CAP GAIN     SHARES    MARKET VALUE
- ----------- -------------    -----------   ----------- ------------- ----------  -----------  ---------- ----------  ------------
 <C>                 <C>           <C>          <C>            <C>       <C>            <C>       <C>        <C>        <C>
 12/31/92 A          18.77                                     1000      53.277                              53.277     $1,000.00
 12/30/93 D          18.48         0.0867       1.6782                                  0.250     4.838      58.365     $1,078.58
 12/31/93 A          18.68                                                                                   58.365     $1,090.25
 12/29/94 D          16.89         0.1031       0.9065                                  0.356     3.132      61.853     $1,044.70
 12/31/94 A          17.09                                                                                   61.853     $1,057.07
 12/28/95 D          19.12         0.3004       2.7110                                  0.972     8.770      71.595     $1,368.90
 12/31/95 A          19.22                                                                                   71.595     $1,376.06
 12/30/96 D          20.40         0.5282       2.0993                                  1.854     7.368      80.817     $1,648.66
 12/31/96 A          20.74                                                                                   80.817     $1,676.14
 12/30/97 D          24.80         0.0029       2.4886                                  0.009     8.110      88.936     $2,205.61
 12/31/97 A          25.07                                                                                   88.936     $2,229.62
</TABLE>
<TABLE>
<CAPTION>

Starting date:             12/31/87                                 future value     5,473.83
Ending date:               12/31/97                                 present valu     1,000.00

Total Return                                  447.3831%               # years              10
Average annual return                          18.5302%               # days          3653.00

Investment                                                          Redemption
Lump sum                                                            Lump sum
Annuity                                                             Annuity


                PRICE          INV INC      CAP GAIN                # of SHARES   REINVESTED  REINVESTED    CUM         TOTAL
   DATE         /SHARE         /SHARE        /SHARE       INVEST     PURCHASED     INV INC    CAP GAIN     SHARES    MARKET VALUE
- ----------- -------------    -----------   ----------- ------------- ----------  -----------  ---------- ----------  ------------
 <C>                 <C>           <C>          <C>            <C>       <C>            <C>       <C>        <C>        <C>
 12/31/87 A           9.15                                     1000     109.290                             109.290     $1,000.00
 12/29/88 D          11.14         0.3087       0.0409                                  3.029     0.401     112.719     $1,255.69
 12/31/88 A          11.29                                                                                  112.719     $1,272.60
 12/29/89 D          12.49         0.2160       0.5444                                  1.949     4.913     119.582     $1,493.58
 12/31/89 A          12.49                                                                                  119.582     $1,493.58
 12/28/90 D          11.91         0.1899       0.0521                                  1.907     0.523     122.012     $1,453.16
 12/31/90 A          12.03                                                                                  122.012     $1,467.80
 12/30/91 D          16.58         0.1228       0.2407                                  0.904     1.771     124.687     $2,067.30
 12/31/91 A          16.86                                                                                  124.687     $2,102.22
 12/30/92 D          18.55         0.5488       0.3602                                  3.689     2.421     130.797     $2,426.28
 12/31/92 A          18.77                                                                                  130.797     $2,455.05
 12/30/93 D          18.48         0.0867       1.6782                                  0.614    11.878     143.288     $2,647.96
 12/31/93 A          18.68                                                                                  143.288     $2,676.62
 12/29/94 D          16.89         0.1031       0.9065                                  0.875     7.690     151.853     $2,564.80
 12/31/94 A          17.09                                                                                  151.853     $2,595.17
 12/28/95 D          19.12         0.3004       2.7110                                  2.386    21.531     175.770     $3,360.72
 12/31/95 A          19.22                                                                                  175.770     $3,378.30
 12/30/96 D          20.40         0.5282       2.0993                                  4.551    18.088     198.409     $4,047.54
 12/31/96 A          20.74                                                                                  198.409     $4,115.00
 12/30/97 D          24.80         0.0029       2.4886                                  0.023    19.910     218.342     $5,414.88
 12/31/97 A          25.07                                                                                  218.342     $5,473.83



</TABLE>

                           SIGNATURES


      Pursuant to the requirements of the Securities Act of  1933
and  the  Investment  Company Act of 1940, as  amended,  Nicholas
Limited Edition, Inc., a corporation organized and existing under
the  laws  of  the  State  of  Maryland,  has  duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned on the 15th day of March, 1987.


                                   NICHOLAS LIMITED EDITION, INC.



                                   By: /s/ Albert O. Nicholas
                                      -----------------------
                                       Albert   O.  Nicholas, President,
                                       Treasurer and Chief Executive Officer


      Pursuant to the requirements of the Securities Act of 1933,
as  amended, and the Investment Company Act of 1940, as  amended,
this  Registration  Statement  has  been  signed  below  by   the
following  persons  in  the  capacity  indicated  on  the   dates
indicated.

      KNOW  ALL  MEN BY THESE PRESENTS, that each of the  persons
whose signature appears below constitutes and appoints Albert  O.
Nicholas  and  Thomas J. Saeger, and each of them, his  true  and
lawful   attorneys-in-fact  and  agents,  with  full   power   of
substitution  and resubstitution for him and in his  name,  place
and  stead,  and in any and all capacities, to sign any  and  all
amendments   (including  post-effective   amendments)   to   this
Registration  Statement, and to file the same, with all  exhibits
thereto,  and other documents in connection therewith,  with  the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do  and  perform  each  and  every act and  thing  requisite  and
necessary to be done in and about the premises, as fully  to  all
intents  and  purposes as he might or could do in person,  hereby
ratifying  and  confirming  all that said  attorneys-in-fact  and
agents,   or  any  of  them,  or  their  or  his  substitute   or
substitutes,  may  lawfully do or cause  to  be  done  by  virtue
hereof.

              Signature          Title               Date
              ---------          -----               ----          
                                                                
/s/ Albert O. Nicholas   President, Chief       March 15, 1987
- ----------------------   Executive  Officer                  
Albert O. Nicholas       Treasurer  and                  
                         Director                               

/s/ Thomas J. Saeger     Vice President,        March 15, 1987
- ----------------------   Secretary,      Chief
Thomas J. Saeger         Financial    Officer,
                         and  Chief Accounting                  
                         Officer                  

/s/ Melvin L. Schultz    Director               March 15, 1987
- ----------------------
Melvin L. Schultz




                               
                      CUSTODIAN AGREEMENT


           THIS  AGREEMENT  made as of the 26th day  of  January,
1987,   between  NICHOLAS  LIMITED  EDITION,  INC.,  a   Maryland
corporation  (hereinafter  called  the  "Fund"),  and  THE  FIRST
WISCONSIN  TRUST  COMPANY,  a Wisconsin corporation  (hereinafter
called the "Custodian").


                      W I T N E S S E T H:

           WHEREAS, the Fund desires that its securities and cash
shall  be  hereafter  held  and  administered  by  the  Custodian
pursuant  to  the terms of this Agreement and that the  Custodian
act  as  dividend disbursing and transfer agent  for  its  Common
Stock  and  the  Custodian desires to hold  and  administer  such
securities  and  cash and to act as such dividend disbursing  and
transfer agent.

            NOW,   THEREFORE,  in  consideration  of  the  mutual
agreements  herein  made, the Fund and  the  Custodian  agree  as
follows:

Sec. 1.    Appointment and Acceptance of Custodian.
           ---------------------------------------

           The Fund hereby constitutes and appoints the Custodian
as  custodian  of  all  of its securities and  cash  and  as  its
dividend  disbursing and transfer agent and the Custodian  hereby
accepts such appointments.  The Fund will promptly deliver to the
Custodian  all securities and cash now owned by it and  hereafter
from time to time conveyed into its possession.

Sec. 2.    Definitions:  Names,  Titles and Signatures  of Fund's
           ------------------------------------------------------
           Officers.
           --------          

           The  word "securities" as used herein includes stocks,
shares,  bonds, debentures, notes, mortgages or other obligations
and  any  certificates, receipts, warrants or  other  instruments
representing  rights to receive, purchase or  subscribe  for  the
same, or evidencing or representing any other rights or interests
therein or in any property or assets.

           The words "officers' certificate" shall mean a request
or  direction or certification in writing signed in the  name  of
the  Fund  by either any two of the President, a Vice  President,
the  Secretary and the Treasurer of the Fund, or any one  of  the
foregoing officers and one of the Fund's directors or the  Fund's
counsel.

           The  President  or  Vice President  and  Secretary  or
Assistant Secretary of the Fund will certify to the Custodian the
names  and  signatures of those persons authorized  to  sign  the
officers' certificates described in this Section 2, and the names
of  the  members  of  the Board of Directors, together  with  any
changes which may occur from time to time.

Sec. 3.    Receipt and Disbursement of Money.
           ---------------------------------

           A.   The Custodian shall hold in a separate account or
accounts,  and physically segregated at all times from  those  of
any  other  persons,  firms  or  corporations,  pursuant  to  the
provisions hereof, in the name of the Fund subject only to  draft
or  order by the Custodian acting pursuant to the terms  of  this
Agreement, all cash received by it from or for the account of the
Fund.  The Custodian shall credit to such account or accounts  of
the  Fund  all cash received by it for the account of  the  Fund,
allocated into such principal and interest accounts as  the  Fund
shall direct.  Upon receipt of an officers' certificate from  the
Fund,  the Custodian may open and maintain an additional  account
or  accounts  in such other banks or trust companies  as  may  be
designated in such officers' certificate, such accounts, however,
to  be in the name of the Custodian and subject only to its draft
or order.

           The  Custodian shall make payments of cash to, or  for
the account of, the Fund from such cash only:

           (a)   for the purchase of securities for the portfolio
     of  the  Fund  upon the delivery of such securities  to  the
     Custodian,  registered in the name of the  Fund  or  of  the
     nominee of the Custodian referred to in Sec. 7 hereof or  in
     proper form for transfer;

           (b)    for  payment  of  interest,  dividends,  taxes,
     management   or  supervisory  fees  or  operating   expenses
     (including,  without  limitation thereto,  fees  for  legal,
     accounting,  auditing, custodian, dividend disbursement  and
     transfer agent services);

           (c)    for payments in connection with the conversion,
     exchange  or surrender of securities owned or subscribed  to
     by the Fund held by or to be delivered to the Custodian; or

           (d)    for other proper corporate purposes.

           Except  as  provided  below, before  making  any  such
payment the Custodian shall receive (and may rely upon) either an
officers' certificate requesting such payment and stating that it
is  for a purpose permitted under the terms of items (a), (b)  or
(c)  of  this  subsection  A, or, in  respect  of  item  (d),  an
officers' certificate and a certified copy of a resolution of the
Board of Directors signed by an officer of the Fund and certified
by  its Secretary or an Assistant Secretary specifying the amount
of  such payment setting forth the purpose for which such payment
is  to  be  made, declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom such payment is
to be made.

           An   officers'  certificate   need  not  precede   the
disbursement of cash for the purpose of purchasing a money market
instrument  if  any  one  of  the  Fund's  officers  issues  oral
instructions  to  the  Custodian  and  an  appropriate  officers'
certificate is received by the Custodian within two (2)  business
days thereafter.

           B.   The Custodian is hereby authorized to endorse and
collect  all  checks, drafts or other orders for the  payment  of
money received by the Custodian for the account of the Fund.

Sec. 4.    Receipt of Securities.
           ---------------------

           The  Custodian shall deposit and hold  in  a  separate
account, and physically segregated at all times from those of any
other  persons, firms or corporations, pursuant to the provisions
hereof, all securities received by it from and for the account of
the  Fund.   The  Custodian, by book entry  or  otherwise,  shall
identify as belonging to the Fund a quantity of securities  in  a
fungible  bulk  of  securities registered  in  the  name  of  the
Custodian  or  its  nominee or shown in  Custodian's  book  entry
system.  All such securities are to be held or disposed of by the
Custodian  for, and subject at all times to the instructions  of,
the  Fund pursuant to the terms of this Agreement.  The Custodian
shall  have no power or authority to assign, hypothecate,  pledge
or  otherwise  dispose  of any such securities  and  investments,
except  pursuant to the directive of the Fund and  only  for  the
account of the Fund as set forth in Sec. 5 of this Agreement.

Sec. 5.    Transfer, Exchange, Redelivery, etc. of Securities.
           --------------------------------------------------

           The  Custodian  shall have sole power  to  release  or
deliver  any securities of the Fund held by it pursuant  to  this
Agreement.  The Custodian agrees to transfer, exchange or deliver
securities held by it hereunder only:

           (a)   for sales of such securities for the account  of
     the Fund upon receipt by the Custodian of payment therefor;

           (b)   when  such  securities are called,  redeemed  or
     retired or otherwise become payable;

           (c)   for  examination by any broker selling any  such
     securities in accordance with "street delivery" customs;

           (d)   in  exchange for or upon conversion  into  other
     securities  alone  or  other  securities  and  cash  whether
     pursuant  to  any plan of liquidation, refinancing,  merger,
     consolidation,    reorganization,    recapitalization     or
     readjustment, or otherwise;

           (e)   upon  conversion of such securities pursuant  to
     their terms into other securities;

           (f)   upon exercise or subscription, purchase or other
     similar rights represented by such securities;

           (g)   for  the purpose of redeeming in kind shares  of
     capital  stock  of  the Fund upon delivery  thereof  to  the
     Custodian; or

           (h)   for other proper corporate purposes.

As to any deliveries made by the Custodian pursuant to items (b),
(d),  (e)  and  (f),  securities or cash receivable  in  exchange
therefor  shall be deliverable to the Custodian.   Before  making
any  such  transfer,  exchange or delivery, the  Custodian  shall
receive  (and  may  rely  upon) either an  officers'  certificate
requesting  such transfer, exchange or delivery and stating  that
it  is for a purpose permitted under the terms of items (a), (b),
(c),  (d), (e), (f) or (g) of this Sec. 5 or, in respect of  item
(h),  an  officers'  certificate  and  a  certified  copy  of   a
resolution of the Board of Directors signed by an officer of  the
Fund  and  certified  by its Secretary or an Assistant  Secretary
specifying  the  securities  to  be  transferred,  exchanged   or
delivered,  setting  forth the purpose for which  such  transfer,
exchange or delivery is to be made, declaring such purpose to  be
a  proper  corporate purpose and naming the person or persons  to
whom such transfer, exchange or delivery of such securities is to
be made.

Sec. 6.    Custodian's Acts Without Instructions.
           -------------------------------------

           Unless  and until the Custodian receives an  officers'
certificate to the contrary, the Custodian shall:

           (a)   present for payment all coupons and other  items
     held  by  it  for  the account of the Fund  which  call  for
     payment upon presentation and hold the cash received  by  it
     upon such payment for the account of the Fund;

           (b)  collect all income, profits, earnings, dividends,
     rights,  interest and other distributions  and  collect  all
     payments  on account of principal of securities  sold,  due,
     exchanged or called for redemption;

           (c)   hold  for the account of the Fund hereunder  all
     stock dividends, rights and similar securities;

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

           (e)   execute  as  agent on behalf  of  the  Fund  all
     necessary  ownership certificates required by  the  Internal
     Revenue  Code  or the Income Tax Regulations of  the  United
     States  Treasury Department or under the laws of  any  State
     now  or  hereafter in effect, inserting the Fund's  name  on
     such  certificates  as the owner of the  securities  covered
     thereby, to the extent it may lawfully do so; and

           (f)   perform the duties of transfer agent specified in
     Sec. 11 below.

Sec. 7.    Registration of Securities.
           --------------------------

           Except   as   otherwise   directed  by  an   officers'
certificate, the Custodian shall register all securities,  except
such  as  are in bearer form, in the name of a registered nominee
of  the Custodian as defined in the Internal Revenue Code and any
Regulations  of the Treasury Department issued thereunder  or  in
any  provision  of any subsequent Federal tax law exempting  such
transaction  from liability for stock transfer taxes,  and  shall
execute and deliver all such certificates in connection therewith
as  may be required by such laws or Regulations or under the laws
of  any  State.  The Custodian shall use its best efforts to  the
end that the specific securities held by it hereunder shall be at
all times identifiable in its records.

           The  Fund  shall  from time to  time  furnish  to  the
Custodian appropriate instruments to enable the Custodian to hold
or  deliver  in proper form for transfer, or to register  in  the
name  of its registered nominee, any securities which it may hold
for  the  account of the Fund and which may from time to time  be
registered in the name of the Fund.

Sec. 8.    Voting and Other Action.
           -----------------------

           Neither the Custodian nor any nominee of the Custodian
shall  vote  any of the securities held hereunder by or  for  the
account  of  the Fund, except in accordance with the instructions
contained  in  an  officers' certificate.   The  Custodian  shall
deliver,  or cause to be executed and delivered to the Fund,  all
notices, proxies and proxy soliciting materials with relation  to
such  securities, such proxies to be executed by  the  registered
holder  of such securities (if registered otherwise than  in  the
name  of  the Fund), but without indicating the manner  in  which
such proxies are to be voted.

Sec. 9.    Transfer Tax and Other Disbursements.
           ------------------------------------

          The Fund shall pay or reimburse the Custodian from time
to  time  for  any  transfer  taxes  payable  upon  transfers  of
securities made hereunder and for all other necessary and  proper
disbursements and expenses made or incurred by the  Custodian  in
the performance of this Agreement.

           The   Custodian   shall  execute  and   deliver   such
certificates in connection with securities delivered to it or  by
it  under  this Agreement as may be required under the provisions
of  the Internal Revenue Code and any Regulations of the Treasury
Department issued thereunder or under the laws of any  State,  to
exempt  from taxation any exemptible transfers and/or  deliveries
of any such securities.

Sec. 10.   Dividend Disbursing Agent.
           -------------------------

           The  Custodian shall act as dividend disbursing  agent
for the Fund and shall, in paying dividends or distributions, act
upon  an officers' certificate indicating the date of declaration
of  such  dividend or distribution, the date of payment  thereof,
the  record  date  as of which shareholders entitled  to  payment
shall  be  determined,  the  amount  per  share  of  cash  and/or
securities  payable  or  distributable  as  dividends,  that  the
appropriate  action had been taken pursuant to  the  Articles  of
Incorporation and By-Laws of the Fund authorizing the payment  of
said   dividend  and  such  other  matters  as  may   be   deemed
appropriate.

Sec. 11.   Transfer Agent.
           --------------

           The Custodian shall act as transfer agent for the Fund.

           A.    In   connection   therewith   it   shall   issue
certificates    or   confirmations   evidencing    or    stating,
respectively, shares of Common Stock of the Fund upon receipt  of
a  request to purchase shares from investors and payment for such
shares  based upon the net asset value of the Fund's  shares  for
such day, all as specified as to form and procedure in the Fund's
prospectus current at the time.

           B.    In  connection therewith, it shall disburse  the
cash  proceeds  to  those  shareholders of  the  Fund  requesting
redemption of their shares (or portions thereof) at the net asset
value of the Fund, upon receipt of a redemption request in proper
form  as  provided  in  the  Fund's  current  prospectus  or,  if
certificates  representing  the shares  of  the  Fund  have  been
issued,  upon receipt of such certificates properly endorsed  for
transfer  as  provided in the Fund's prospectus  current  at  the
time.

           C.   The Custodian may rely upon an oral communication
from   one  of  the  persons  authorized  to  sign  an  officers'
certificate  on  behalf  of the Fund or from  an  employee(s)  of
Nicholas  Company, Inc., designated in writing by an  officer  of
the Fund, with respect to the daily net asset value of a share of
common stock of the Fund.

Sec. 12.   Concerning Custodian.
           --------------------

           The  Custodian shall be paid as compensation  for  its
services pursuant to this Agreement such compensation as may from
time  to  time be agreed upon in writing between the two parties.
Until  modified in writing between the Custodian  and  the  Fund,
such compensation shall be as set forth in Exhibit A hereto.

           The Custodian shall not be liable for any action taken
in  good faith upon any certificate herein described or certified
copy of any resolution of the Board of Directors, and may rely on
the  genuineness of any such document which it may in good  faith
believe to have been validly executed.

           The  Fund  agrees to indemnify and hold  harmless  the
Custodian  and  its  nominee from all taxes,  charges,  expenses,
assessments,  claims  and  liabilities (including  counsel  fees)
incurred or assessed against it or its nominee in connection with
the  performance of this Agreement, except such as may arise from
its  or its nominee's own negligent action, negligent failure  to
act or willful misconduct.  The Custodian is authorized to charge
any  account  of the Fund for such items.  In the  event  of  any
advance  of cash for any purpose made by the Custodian  resulting
from orders or instructions of the Fund or in the event that  the
Custodian  or its nominee shall incur or be assessed  any  taxes,
charges,   expenses,  assessments,  claims  or   liabilities   in
connection with the performance of this Agreement, except such as
may  arise  from  its  or  its nominee's  own  negligent  action,
negligent  failure to act or willful misconduct, any property  at
any  time  held  for  the account of the Fund shall  be  security
therefor.

Sec. 13.   Reports by Custodian.
           --------------------

           The Custodian shall furnish the Fund with the following
written reports or advices:

           (a)   daily   advices  or  confirmations  showing  all
     securities  purchased  and prices paid therefor,  securities
     sold and prices received therefor and all other transactions
     affecting securities held for the account of the Fund;

           (b)   daily statements setting forth a summary of  all
     transactions  made or which took place with respect  to  the
     account of the Fund;

           (c)  at the close of each quarter of the Fund's fiscal
     Year,  a list showing cost of the securities held by it  for
     the  Fund hereunder, certified by a duly authorized  officer
     of the Custodian;

           (d)   promptly,  all  reports  it  receives  from  the
     appropriate Federal Reserve Bank or clearing agency  on  its
     respective system of internal accounting control; and

           (e)  all reports reasonably requested by the Fund from
     time to time relating to the Custodian's or its agent's  own
     system of internal accounting control.

           The  books and records of the Custodian pertaining  to
its  actions under this Agreement shall be open to inspection and
audit at reasonable times by officers of and auditors employed by
the Fund.

Sec. 14.   Use of Central Depository.
           -------------------------

           Nothing herein shall be deemed to prevent the  use  by
Custodian  of  a central securities clearing house or  depository
and  specifically  the provisions of Secs. 3A,  4  and  7  hereof
dealing   with   segregation  of  assets   and   securities   and
registration of securities in the name of the Custodian's nominee
are inapplicable to the extent they are inconsistent with the use
of  such central clearing house or depository; provided, however,
that  the  Custodian and the central clearing house or depository
meet  all  applicable federal and state laws and  rules  and  the
Fund's  Board of Directors approve by resolution the use of  such
central clearing house or depository.

Sec. 15.   Termination or Assignment.
           -------------------------

           This  Agreement may be terminated by the Fund,  or  by
Custodian, on sixty (60) days' notice, given in writing and  sent
by  certified  mail  to Custodian at 777 East  Wisconsin  Avenue,
Milwaukee,  Wisconsin 53202, or to the Fund at  700  North  Water
Street,  Milwaukee,  Wisconsin 53202 as the  case  may  be.   The
notice  to  the Custodian shall be given pursuant to a resolution
adopted  by the Board of Directors of the Fund.  Upon termination
of  the  Agreement, the Custodian shall deliver to the  successor
custodian  of  the  Fund  designated in a  certified  copy  of  a
resolution of the Board of Directors of the Fund filed  with  the
Custodian  all cash, securities and related instruments  held  by
the  Custodian.   Any securities registered in the  name  of  the
Custodian  or its nominee shall be endorsed in form for transfer.
The  Fund  agrees to name such successor custodian  within  sixty
(60)  days  after  the  written notice  of  termination  of  this
Agreement is received or delivered by it.

          This Agreement may not be assigned by Custodian without
the  consent of the Fund, authorized or approved by a  resolution
of its Board of Directors.

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and their respective corporate seals  to
be  affixed  hereto as of the date first above written  by  their
respective officers thereunto duly authorized.

           Executed in several counterparts, each of which is  an
original.

                              THE FIRST WISCONSIN TRUST COMPANY


                              By: /s/ James C. Tyler, Vice President
Attest:                          -------------------------------     
                                 Authorized Officer
/s/ Andrea Lydolph
- ------------------------------
Assistant Secretary

                              NICHOLAS LIMITED EDITION, INC.


                              By: /s/ Albert O. Nicholas
                                 ------------------------------- 
                                  Albert O. Nicholas, President
Attest:


/s/ Thomas J. Saeger
- ------------------------------- 
Thomas J. Saeger, Vice
President and Secretary


<PAGE>


FIRSTAR TRUST COMPANY

To:     Tom Saeger

From:   Jim Tyler

Date:   December 24, 1997

Re:     Nicholas Fund Fees For Calendar Years 1998 through 2000

TRANSFER AGENT FEES

                        Current
                        1997    1998    1999    2000
                        ----    ----    ----    ----
First 20,000           $13.40  $14.00  $14.20  $14.40
Next 40,000             12.65   13.25   13.45   13.65
Next 40,000             12.15   12.75   12.95   13.15
100,000 to 275,000      11.90   12.50   12.70   12.90
Over 275,000            10.00   10.60   10.80   11.00
Money Market Fund       14.40   15.00   15.20   15.40

Closed Accounts Billed @ $6.00 per account

CUSTODIAN FEES:

MARKET VALUE BASED FEE:

First 7 Billion: 1/2 Basis Point or (.00005)

Excess over 7 Billion: 4/10 Basis Point or (.00004)

TRANSACTION BASED FEES:

DTC/Fed Book Entry Transactions: The fees for the first 6,000 trades per
year will be waived, we will charge $6.00 for these trades thereafter.

Physical Delivery trades will be charged @ $12.00 per trade.
There will be no fees for commercial paper or demand note transactions.



FRONT
NUMBER                                                  SHARES
SEE REVERSE FOR CERTAIN DEFINITIONS                 CUSIP 653738 10 4
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
                        NICHOLAS LIMITED EDITION, INC.

This certifies that                                    is the owner of


FULLY PAID AND NON-ASSESSABLE SHARES OF THE CAPITAL STOCK, PAR VALUE $.01 PER
               SHARE OF THE NICHOLAS LIMITED EDITION, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed.
This certificate is not valid until countersigned by the Transfer Agent
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

/S/ Thomas J. Saeger   NICHOLAS LIMITED EDITION, INC   /S/ Albert O. Nicholas
    ------------------           CORPORATE SEAL            ------------------
    Thomas J. Saeger               MARYLAND                Albert O. Nicholas
           Secretary                                                President

Dated:

COUNTERSIGNED:
                FIRSTAR TRUST CO. (Milwaukee)
BY                           TRANSFER AGENT

- ---------------------------------------------
                        Authorized Signature

BACK

The following abbreviations, when used in the inscription on the face of this
certificate, shall be constructed as though they were written out in full
according to applicable laws or regulations.
        TEN COM - as tenants in common
        TEN ENT - as tenants by the entireties
        JT TEN - as joint tenants with right of survivorship and not as
                 tenants in common
        UNIF GIFT MIN ACT - ___________________ Custodian _________________
                                (Cust)                      (Minor)
                            under Uniform Gifts to Minors Act _____________
                                                                State
                Additional abbreviations may also be used though not in the
                                    above list.

                          TRANSFER FORM
   COMPLETE THIS FORM ONLY WHEN TRANSFERRING TO ANOTHER PERSON

   For value received ________________________________ hereby sell, assign
   and transfer unto

   PLEASE INSERT SOCIAL SECURITY OR
   OTHER IDENTIFYING NUMBER OF ASSIGNED ___________________________________
   ____________________________________ Please print or typewrite name and
                                        address
                                        ___________________________________

                                        ___________________________________

                                        ___________________________________

of the capital stock represented by the within certificate and do hereby
irrevocably constitute and appoint __________________________ attorney to
transfer the same on the books of the within-named corporation, with full
power of substitution in the premises.

Dated ________________________________________________

SIGNATURE GUARANTEE BY:

__________________________________________ ________________________________
                                                 SIGNATURE(S)

Signature guarantee must be made by a      NOTICE: the signature(s) to this
member or a member organization of the     assignment must correspond with
New York Stock Exchange, or by a           the name as written upon the face
commercial bank (not a savings bank),      of the certificate in every 
or by a trust company.                     particular, without alteration or 
                                           enlargement or any change whatever.

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

                             REDEMPTION FORM
              COMPLETE THIS FORM ONLY WHEN REDEEMING SHARES

     The undersigned hereby tenders the written certificate properly endorsed
in blank or in favor of the corporation with any requisite guarantee of
signature and supporting papers and requests the redemption of
___________________________________________________(______________) shares
of capital stock represented by the within certificate in accordance with
the terms of the articles of incorporation of the corporation.

Dated: ____________________________

SIGNATURE GUARANTEE BY:

__________________________________________ ________________________________
                                                 SIGNATURE(S)

Signature guarantee must be made by a      NOTICE: the signature(s) to this
member or a member organization of the     assignment must correspond with
New York Stock Exchange, or by a           the name as written upon the face
commercial bank (not a savings bank),      of the certificate in every 
or by a trust company.                     particular, without alteration or 
                                           enlargement or any change whatever.

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

                                          ---------------------------------
                                                     Address



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