FASCIANO FUND INC
N-30D, 1997-09-05
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                                 ANNUAL REPORT

                              FASCIANO FUND, INC.

                            (FASCIANO FUND, INC. LOGO)

                                 June 30, 1997

FASCIANO FUND, INC.

                                                                 August 15, 1997
Dear Shareholder:

  Fasciano Fund had a good year.  For the twelve months ending June 30, 1997,
Fasciano Fund was up 15.8%.  In the second half, we gained 5.1%, which was a bit
of a comeback performance considering the period got off to a rocky start.  From
November 10, 1988 (our IPO date) to June 30, 1997, a little more than 8 1/2
years, Fasciano Fund appreciated 250%, equivalent to an average annual return of
15.6%.

  Performance figures for the periods ending June 30, 1997 are summarized
below.

                                   One Year      Three Years**      Five Years**
                                                          <F2>              <F2>
                                   --------      -------------      ------------

Fasciano Fund*<F1>                  15.8%            22.6%              16.3%
Small Company Fund Average+<F3>     14.1%            21.8%              17.9%
S&P 500 Index                       34.7%            28.9%              19.8%

  Blue-chip stocks have outpaced the smaller-caps because S&P Index funds are
on a big-cap feeding frenzy.  It seems self-sustaining--demand is creating
demand.  The same phenomenon can be seen in the Beanie Baby mania.  The only
difference is that Beanie Babies will last forever, and this big-cap bull market
will not.

  Back in January, the collapse of Mercury Finance and the problems that
plagued two other sub-prime auto lenders clipped the Fund's performance by about
five percent.  The incident reminded me, "If it sounds too good to be true, it
probably is." Mercury Finance, the reputed 24-karat industry standard and long-
time holding of Fasciano Fund, sadly turned out to be fool's gold.

  I continue to be very excited about the long-term opportunities in the small-
cap sector although I am treading cautiously right now.  On the plus side,
small-caps are relatively cheaper than large-caps (after all, they haven't gone
up as much) and smaller companies can grow at faster rates more easily than
larger companies can, especially in a slower economy.  Unfortunately, many
small-caps are trading at nosebleed valuations too.  In many cases, the high
growth rates that investors are assuming to rationalize those high valuations
are unrealistic.  Few companies can successfully manage to grow at 30, 40 or 50
percent year after year.  Yet these days, it is commonly assumed.  Consider that
a company growing at 50% a year may mean 50% of the people working there don't
know what they are doing yet!

  *<F1> Of course, past performance is no guarantee of future results.  The
principal value and return on your investment will fluctuate and upon redemption
may be worth more than your original cost.
 **<F2> Average annual total return
  +<F3> Source: Morningstar, Inc.  See Performance Distribution Summary.

<PAGE>

  There are likely to be good buying opportunities ahead.  With such lofty
expectations, investors get jittery even when faced with mildly disappointing
news.  If a company reports earnings per share a penny or two below the First
Call estimate, the fast money wants out.  Whenever the economy hiccups, traders
shout sell!  If interest rates blip up or inflation rears its ugly head, market
timers cry bear market!!  From time to time, they dump good companies, ones with
growing businesses run by proven managers.  As prices fall, opportunities for
Fasciano Fund will arise.

  In addition to staying with our growth-at-a-reasonable-price strategy, we
emphasize owning stocks for the long haul, where patience and conviction is
rewarded.  We bought McClatchy Newspapers in 1988 at a split-adjusted price per
share of $11.18 (now at $30), International Speedway in 1989 at $1.63 (now $20),
International Dairy Queen in 1989 at $12 (now $24), and Concord EFS in 1991 at
$3.80 (now $26).  Fasciano Fund still owns them today.  Occasionally, the market
tests one's patience and conviction.  For example, the Fund has an investment in
Richey Electronics, a specialty distributor of electronic components.  Last
year, Richey earned $6.5 million or $0.72 per share on sales of $226 million.
As management went about its strategy of buying and consolidating other
distributors, industry sales softened.  The stock climbed from $6.50 a share,
where we bought shares initially a little over two years ago, to a peak of $14.
Then the stock retreated to $8 with the prospect of flat 1997 earnings.  I still
believe Richey has strong long-term fundamentals.  I think Richey can grow by
20% annually.  The company has a return on equity of 18%, and insiders own 41%
of the outstanding shares.  Next year, I figure Richey can earn in the
neighborhood of $1.00 per share.  With the shares trading at less than ten times
1998 earnings, I am adding to our position in Richey Electronics.

  Thank you for selecting Fasciano Fund to achieve your long-term financial
goals.

                                          Sincerely,

                                          /s/ Michael F. Fasciano, CFA

                                          Michael F. Fasciano, CFA
                                          President


  190 South LaSalle Street, Suite 2800, Chicago, Illinois 60603 o 800-848-6050

<PAGE>

PERFORMANCE AND DISTRIBUTION SUMMARY

<TABLE>
<CAPTION>
                                  FASCIANO FUND
              ----------------------------------------------------
                             Distributions
                          ------------------
                                                             Annual                    Small          U.S.
Calendar      Beginning             Capital      Ending       Total        S&P       Company      Treasury
    Year            NAV    Income     Gains         NAV      Return        500        Funds*<F4>     Bills
- ---------     ---------    ------   -------      ------      ------       ----       -------      --------
<S>           <C>          <C>      <C>          <C>         <C>          <C>        <C>          <C>     
    1989         $11.45     $0.24     $0.59      $13.16       22.5%      31.7%         23.6%          8.1%
    1990         $13.16     $0.12     $0.38      $12.50      (1.2)%     (3.1)%        (9.5)%          7.5%
    1991         $12.50     $0.02     $0.36      $16.40       35.1%      30.5%         50.3%          5.4%
    1992         $16.40     $0.00     $0.46      $17.29        7.7%       7.6%         13.7%          3.5%
    1993         $17.29     $0.00     $1.00      $17.68        8.1%      10.1%         17.1%          3.0%
    1994         $17.68     $0.00     $1.14      $17.18        3.7%       1.3%        (0.7)%          4.3%
    1995         $17.18     $0.00     $1.34      $21.18       31.1%      37.5%         31.3%          5.5%
    1996         $21.18     $0.00     $0.59      $26.20       26.5%      23.0%         20.1%          5.0%

*<F4> The Morningstar Small Company Funds Index consists of funds that seek capital appreciation by investing
primarily in stocks of companies with market capitalizations of less than $1 billion.

</TABLE>

                            FASCIANO FUND VS S&P 500

FASCIANO FUND

AVERAGE ANNUAL TOTAL RETURNS

  1 Year   5 Years    Life*<F5>

  15.8%     16.3%     15.6%

      date       Fasciano Fund           S&P 500**<F6>
  11/10/88             $10,000             $10,000
   6/30/89             $11,898             $11,899
   6/30/90             $13,435             $13,861
   6/30/91             $15,426             $14,885
   6/30/92             $16,430             $16,882
   6/30/93             $18,362             $19,183
   6/30/94             $18,971             $19,453
   6/30/95             $23,545             $24,524
   6/30/96             $30,207             $30,901
   6/30/97             $34,964             $41,623

  *<F5>  November 10, 1988 through June 30, 1997.
  **<F6> The S&P 500 (Standard & Poor's 500 Stock Index) is a market-weighted
average of 500 blue-chip stocks with dividends reinvested.

<PAGE>

SCHEDULE OF PORTFOLIO INVESTMENTS
June 30, 1997

                                                                Market
    Shares  Common Stocks                                        Value
- ----------------------------------------------------------------------

COMMON STOCKS - 78.5%
               BUSINESS SERVICES - 14.6%
    40,000     Keane, Inc. *<F7>                            $2,080,000
    70,000     Concord EFS, Inc. *<F7>                       1,811,250
    20,000     Interim Services, Inc. *<F7>                    890,000
    15,000     G & K Services, Inc. - Class A                  558,750
    10,000     Envoy Corporation *<F7>                         332,500
    10,000     Lason Holdings, Inc. *<F7>                      281,250
    10,000     Alternative Resources Corp. *<F7>               203,750
                                                           -----------
                                                             6,157,500
                                                           -----------

               HEALTH CARE PRODUCTS & SERVICES - 12.6%
    30,000     Cardinal Health, Inc.                         1,717,500
    20,000     Dentsply International, Inc.                    980,000
    20,000     Vencor, Inc. *<F7>                              845,000
    30,000     Serologicals Corp. *<F7>                        690,000
    35,000     Sterile Recoveries, Inc. *<F7>                  621,250
    20,000     Landauer, Inc.                                  463,750
                                                           -----------
                                                             5,317,500
                                                           -----------

               ENTERTAINMENT & LEISURE - 8.9%
    50,625     Regal Cinemas, Inc. *<F7>                     1,670,625
    75,000     International Speedway Corp. - Class A        1,471,875
    10,000     Marcus Corporation                              256,250
    10,000     Speedway Motorsports, Inc. *<F7>                217,500
     4,100     Carmike Cinemas, Inc. - Class A *<F7>           134,275
                                                           -----------
                                                             3,750,525
                                                           -----------
               COMMERCIAL PRODUCTS AND SERVICES - 7.9%
    30,000     Zebra Technologies Corp. - Class A *<F7>        836,250
    15,000     IDEX Corp.                                      495,000
    20,000     ABC Rail Products Corp. *<F7>                   342,500
    20,000     Juno Lighting, Inc.                             325,000
    10,000     Modine Manufacturing Co.                        297,500
    10,000     Trimas Corp.                                    281,250
    10,000     Superior Services, Inc. *<F7>                   237,500
    10,000     Simon Transportation Services, Inc. *<F7>       198,750
    10,000     Arnold Industries, Inc.                         170,000
    10,000     Communications Systems, Inc.                    142,500
                                                           -----------
                                                             3,326,250
                                                           -----------

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

<PAGE>

SCHEDULE OF PORTFOLIO INVESTMENTS - Continued
June 30, 1997

               SPECIALTY FINANCE - 7.9%
    30,000     Ocwen Financial Corporation *<F7>               978,750
    35,000     Resource America, Inc. - Class A                875,000
    20,000     United Companies Financial Corp.                565,000
    16,500     American Business Financial Services, Inc.      330,000
    30,000     Mego Mortgage Corp. *<F7>                       300,000
    20,000     MLC Holdings, Inc. *<F7>                        265,000
                                                           -----------
                                                             3,313,750
                                                           -----------

               COMMUNICATIONS & MEDIA - 7.1%
    30,000     Pulitzer Publishing Co.                       1,590,000
    20,000     McClatchy Newspapers - Class A                  587,500
    10,000     Emmis Broadcasting Corporation *<F7>            436,250
     5,000     Central Newspapers, Inc.                        358,125
                                                           -----------
                                                             2,971,875
                                                           -----------

               SAVINGS & LOAN - 5.9%
    75,000     ITLA Capital Corporation *<F7>                1,218,750
    20,000     Alliance Bancorp., Inc.                         602,500
    12,500     First Financial Corporation - Wisc.             367,188
     6,250     Advantage Bancorp., Inc.                        239,062
     3,000     Southwest Bancshares, Inc.                       62,250
                                                           -----------
                                                             2,489,750
                                                           -----------

               CONSUMER PRODUCTS AND SERVICES - 5.4%
    35,000     Central Parking Corp.                         1,218,437
    20,000     International Dairy Queen, Inc. *<F7>           480,000
    15,000     LaCrosse Footwear, Inc.                         195,000
    10,000     Viking Office Products, Inc. *<F7>              190,000
    10,500     Monro Muffler Brake, Inc. *<F7>                 181,125
                                                           -----------
                                                             2,264,562
                                                           -----------
               BANK & BANK HOLDING - 2.9%               
    35,000     Atlantic Bank & Trust Company *<F7>             415,625
    14,000     Cass Commercial Corporation                     381,500
    10,000     Corus Bankshares, Inc.                          282,500
     7,500     Heritage Financial Services, Inc.               154,687
                                                           -----------
                                                             1,234,312
                                                           -----------

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

<PAGE>

SCHEDULE OF PORTFOLIO INVESTMENTS - Continued
June 30, 1997


               ELECTRONICS - 2.4%
    33,000     Methode Electronics, Inc. - Class A             655,875
    42,500     Richey Electronics, Inc. *<F7>                  355,938
                                                           -----------
                                                             1,011,813
                                                           -----------

               DISTRIBUTOR - 1.6%
    22,000     Miami Computer Supply Corp. *<F7>               258,500
    10,000     TESSCO Technologies, Inc. *<F7>                 216,250
    20,000     Valley National Gases Corporation *<F7>         210,000
                                                           -----------
                                                               684,750
                                                           -----------

               MACHINERY - INDUSTRIAL - 0.8%
    10,000     Robbins & Myers, Inc.                           325,000
                                                           -----------

               TELECOMMUNICATIONS - 0.5%
    10,000     LCI International, Inc. *<F7>                   218,750
                                                           -----------

               MISCELLANEOUS - 0.0%
     6,667     FRM Nexus, Inc. *<F7>                             6,667
    20,000     Programming & Systems Inc. *<F7>                  5,000
                                                           -----------
                                                                11,667
                                                           -----------

               TOTAL COMMON STOCKS (cost: $20,403,535)      33,078,004
                                                           -----------

 Principal                                                      Market
    Amount     Short-Term Investments                            Value
- -----------------------------------------------------------------------

SHORT-TERM INVESTMENTS - 21.5%
               VARIABLE RATE DEMAND NOTES - 21.5%
$2,000,000     American Family Financial
                 Services, Inc., 5.26%                       2,000,000
 2,000,000     Johnson Controls, 5.28%                       2,000,000
 2,000,000     Warner Lambert 5.23%                          2,000,000
 1,500,000     Sara Lee Corporation 5.24%                    1,500,000
 1,000,000     Eli Lilly & Company, 5.12%                    1,000,000
   406,750     Wisconsin Electric Power Co., 5.30%             406,750
   134,652     Pitney Bowes 5.26%                              134,652
                                                           -----------

               TOTAL SHORT-TERM INVESTMENTS
                 (cost: $9,041,402)                          9,041,402
                                                           -----------

               TOTAL INVESTMENTS - 100.0%
                 (cost: $29,444,937)                        42,119,406

               OTHER ASSETS, LESS LIABILITIES - 0.0%             1,317
                                                           -----------
               TOTAL NET ASSETS - 100.0%                   $42,120,723
                                                           ===========

*<F7> non-income producing security

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

<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
June 30, 1997

ASSETS
Common stocks, at market value (cost: $20,403,535)         $33,078,004
Variable rate demand notes, at market value
  (cost: $9,041,402)                                         9,041,402
Receivables
   Dividends                                                    20,937
   Interest                                                     38,872
Prepaid expenses                                                15,856
Other assets                                                     4,442
                                                           -----------
           Total assets                                    $42,199,513
                                                           ===========
LIABILITIES AND NET ASSETS
Payables and accrued expenses
   Payable for securities purchased                            $24,390
   Accrued expenses                                             20,756
   Due to adviser                                               33,644
                                                           -----------
           Total liabilities                                    78,790
                                                           -----------
Net assets
   Common stock, $.01 par value; 10,000,000 shares authorized,
     1,529,837 shares issued and outstanding, and
     paid-in capital                                        27,259,890
   Accumulated net investment loss                           (372,566)
   Accumulated undistributed net realized gain               2,558,930
   Net unrealized appreciation on investments               12,674,469
                                                           -----------
           Total net assets                                 42,120,723
                                                           -----------
           Total liabilities and net assets                $42,199,513
                                                           ===========
Net asset value per share                                       $27.53
                                                                ======

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


STATEMENT OF OPERATIONS
For the year ended June 30, 1997

INCOME
   Dividends                                                 $ 194,207
   Interest                                                    164,282
                                                            ----------
                                                               358,489
                                                            ----------
EXPENSES
   Management fee                                              334,647
   Transfer and disbursing agent fees                           25,041
   Registration fees                                            23,939
   Accounting fee                                               23,097
   Printing expense                                             21,653
   Legal fees                                                   18,786
   Audit and tax consulting fees                                12,439
   Administration fees                                           8,427
   Custodian fees                                                7,157
   Other operating expenses                                      4,605
                                                            ----------
           Total expenses                                      479,791
                                                            ----------
   Net investment (loss)                                     (121,302)
                                                            ----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
   Net realized gain on investments                          2,418,008
   Net change in unrealized appreciation                     2,910,692
                                                            ----------
           Net gain on investments                           5,328,700
                                                            ----------
           Net increase in net assets resulting
             from operations                                $5,207,398
                                                            ==========

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

<PAGE>

STATEMENT OF CHANGES IN NET ASSETS
For the years ended June 30, 1997 and June 30, 1996

                                                    June 30,       June 30,
                                                        1997           1996
                                                    --------       --------

OPERATIONS:
   Net investment (loss)                          $(121,302)      $(79,306)
   Net realized gain on investments                2,418,008      2,013,802
   Net change in unrealized appreciation           2,910,692      4,232,542
                                                 -----------    -----------
           Net increase in net assets resulting
             from operations                       5,207,398      6,167,038
                                                 -----------    -----------
DISTRIBUTIONS TO SHAREHOLDERS:
   Distributions from net investment income                0              0
   Distributions from net capital gains            (742,586)    (1,454,764)
                                                 -----------    -----------
           Total distributions                     (742,586)    (1,454,764)
                                                 -----------    -----------
CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares issued (395,751
     and 153,853 shares, respectively)            10,121,818      3,463,138
   Increase in shares issued in reinvested
     distributions (27,861 and 66,035
     shares, respectively)                           716,874      1,391,353
   Cost of shares redeemed (84,925 and 63,325
     shares, respectively)                       (2,163,323)    (1,453,876)
                                                 -----------    -----------
           Net increase in assets derived
             from capital share transactions       8,675,369      3,400,615
                                                 -----------    -----------
           Net increase in net assets             13,140,181      8,112,889
                                                 -----------    -----------
NET ASSETS AT BEGINNING OF PERIOD                 28,980,542     20,867,653
                                                 -----------    -----------
NET ASSETS AT END OF PERIOD (including accumulated
  undistributed net investment loss of ($372,566)
  and ($251,264), respectively)                  $42,120,723    $28,980,542
                                                 ===========    ===========

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

<PAGE>

FINANCIAL HIGHLIGHTS
  Condensed financial information per share of capital stock outstanding
throughout the period is presented below:
<TABLE>
<CAPTION>
                                                                      Year ended June 30,
                                                   --------------------------------------------------
                                                    1997         1996        1995      1994      1993
                                                  ------       ------      ------    ------    ------
<S>                                               <C>          <C>         <C>       <C>       <C>    
Net asset value at beginning of year              $24.33       $20.17      $17.34    $17.74    $16.30
Income from investment operations:
   Net investment (loss)                          (0.03)       (0.05)      (0.24)    (0.05)    (0.05)
   Net realized and unrealized gain on
      securities                                    3.82         5.55        4.21      0.65      1.95
                                                  ------       ------      ------    ------    ------
           Total from investment operations         3.79         5.50        3.97      0.60      1.90

Less distribution:
   Dividends from net investment income             0.00         0.00        0.00      0.00      0.00
   Distributions from realized gains on
      securities                                  (0.59)       (1.34)      (1.14)    (1.00)    (0.46)
                                                  ------       ------      ------    ------    ------

           Total distributions                    (0.59)       (1.34)      (1.14)    (1.00)    (0.46)
                                                  ------       ------      ------    ------    ------

Net asset value at end of period                  $27.53       $24.33      $20.17    $17.34    $17.74
                                                  ======       ======      ======    ======    ======

Total return                                       15.8%        28.3%       24.1%      3.3%     11.8%
Ratios/Supplemental Data:
   Net assets at end of period (in thousands)    $42,121      $28,981     $20,868   $16,582   $15,458
   Expenses, excluding provision for
     taxes, to average net assets                   1.4%         1.5%        1.7%      1.7%      1.7%
   Net investment income (loss) before
     taxes to average net assets                  (0.4)%       (0.3)%      (0.6)%    (0.3)%    (0.3)%
   Portfolio turnover rate                         41.0%        45.6%       37.9%     99.0%     43.2%
   Average commission rate per share             $0.0634          n/a         n/a       n/a       n/a

</TABLE>

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

<PAGE>

NOTES TO FINANCIAL STATEMENTS
June 30, 1997

(1)  SIGNIFICANT ACCOUNTING POLICIES:

  Fasciano Fund, Inc. (the "Fund"), a Maryland corporation, commenced
operations on August 1, 1987 as a private investment company.  On June 30, 1988,
the Fund registered with the Securities and Exchange Commission as a diversified
open-end management investment company under the Investment Company Act of 1940
and began offering its shares to the public on November 10, 1988. The primary
objective of the Fund is long-term capital growth.

  The fiscal year end of the Fund is June 30. The  following is a summary of
significant accounting policies followed by the Fund in the preparation of its
financial statements in accordance with generally accepted accounting
principles.

  (a) Investment and shareholder transactions are recorded on a trade date
basis.

  (b) Each security traded on a national securities exchange or traded over the
counter and quoted on the Nasdaq National Market will be valued at the last sale
price on the day of valuation.  Securities for which there was no sale on the
day of valuation will be valued at the current bid prices.  Each money market
instrument having a maturity of 60 days or less from the date of purchase is
valued on an amortized cost basis, which approximates market value. Other assets
and securities will be valued at a fair value, as determined in good faith by
the Board of Directors.

  (c) Dividends are recognized as income on the ex-dividend date.  Interest
income and operating expenses are recorded on the accrual basis.

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

(2)  RELATED PARTIES:

  Michael F. Fasciano is an officer and director of the Fund and also an
officer, director and sole shareholder of the investment adviser, Fasciano
Company, Inc. Mr. Fasciano held 14,659 shares or 1.0% of the outstanding common
stock of the Fund at June 30, 1997.

  The non-affiliated directors receive a fee of $2,000 annually.

  The management fee was paid to Fasciano Company, Inc. for its services as
investment adviser.  This fee is paid monthly at the rate of 1/12 of 1% (an
annual rate of 1.0%) of the average daily net asset value of the Fund.

  Total annual operating expenses of the Fund shall not exceed 2% of average
net assets, and the adviser has agreed to pay any excess operating expenses or
to reimburse the Fund for any sums expended for such expenses in excess of that
amount. For this purpose, brokers' commissions and other charges relative to the
purchase and sale of portfolio securities, interest charges, taxes and
litigation and other extraordinary expense shall not be regarded as operating
expenses.

<PAGE>

(3)  INVESTMENTS:

  During the year ended June 30, 1997, purchases of securities other than
short-term investments were $12,532,674.  Sales of such securities for that
period were $12,933,557.

  Cost of investments is the same for financial reporting purposes as for
Federal income tax purposes.  At June 30, 1997, on a tax basis, gross unrealized
appreciation of investments was $13,157,487 and unrealized depreciation of
investments was $483,018.

(4)  INCOME TAXES:

  No provision for federal income taxes has been made.  The Fund has complied
to date with the provisions of the Internal Revenue Code applicable to regulated
investment companies and intends to distribute substantially all of its net
investment income and realized capital gains in order to avoid payment of all
future federal income taxes.

(5)  DISTRIBUTIONS TO SHAREHOLDERS:

  On December 27, 1996, the Fund distributed short-term and long-term capital
gains of approximately $0.33 and $0.26 per share, respectively.

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and
Board of Directors of
Fasciano Fund, Inc.

  We have audited the accompanying statement of assets and liabilities of
FASCIANO FUND, INC. (a Maryland corporation), including the schedule of
portfolio investments, as of June 30, 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 financial highlights for
each of the five years in the period then ended. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of June
30, 1997, by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

  In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Fasciano Fund, Inc. as of June 30, 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 each of the five years in the
period then ended, in conformity with generally accepted accounting principles.


                                      ARTHUR ANDERSEN LLP


                                      Chicago, Illinois
                                      August 15, 1997

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   INVESTMENT ADVISER
     Fasciano Company, Inc.

   ADDRESS OF FUND & ADVISER
     190 South LaSalle Street
     Suite 2800
     Chicago, Illinois 60603
     (312) 444-6050
     (800) 848-6050

   TRANSFER AGENT, DIVIDEND DISBURSING
   AGENT, ADMINISTRATOR AND CUSTODIAN
     Firstar Trust Company
     P.O. Box 701
     Milwaukee, Wisconsin 53201
     (414) 765-4124
     (800) 982-3533

   INDEPENDENT PUBLIC ACCOUNTANTS
     Arthur Andersen LLP
     Chicago, Illinois

   LEGAL COUNSEL
     Bell, Boyd & Lloyd
     Chicago, Illinois

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.

MEMBER OF 100% NO-LOAD TM
MUTUAL FUND
COUNCIL

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