WEXFORD TRUST/PA
N-30D, 1998-08-05
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Dear  Shareholder:

The Trustees and Management of the Muhlenkamp Fund are
pleased to present this Semiannual report of your fund.

As of June 30, 1998, the Net Asset Value (NAV) of your fund
was $42.59.


    Year Ending                 Total Return (%)
       12/31          Muhlenkamp Fund  S&P 500
1991                45.4                30.5
1992                15.8                 7.7
1993                18.1                 9.9
1994                (7.3)                1.3
1995                32.9                 37.1
1996                30.0                 22.9
1997                33.3                 33.4
6 mos 1998          16.5                 16.8

Chart goes here.  This is a line chart comparing the
performance of the Muhlenkamp Fund with the S&P 500 since
December 31, 1992.  On December 31, 1990 the Fund and the
S&P are each assigned an index value of 100.  At the end of
each subsequent year this value is recalculated using the performance
figures from the above table.  The results shown below are
then plotted on a line chart.
   X-Axis = Date              Y-Axis = Index Value
                      Muhlenkamp Fund  S&P 500

12/31/90            100                  100
12/31/91            145                  131
12/31/92            168                  141
12/31/93            198                  154
12/31/94            184                  157
12/31/95            244                  215
12/31/96            317                  264
12/31/97            423                  352
6/30/98             493                  411




         LETTER TO THE SHAREHOLDERS

The Second Quarter of 1998 witnessed a continuing drama, but
few real surprises.  In May and June, the U. S. stock market
digested the strong upmove of February and April.  As it did
so, the economic effects of the Asian problems began to be
visible in the U.S. economy.  These effects are most visible
in import-export data, but are also starting to be visible
in areas such as plans for hiring and capital spending.

We are also getting a better reading on which individual
U.S. firms are most affected by the Asian problem, as well
as which may be largely immune.  Individual stock prices
have begun to reflect these differences, a process which we
expect to accelerate with the current reporting of second
quarter earnings.  As a result, stock prices are almost
certain to remain quite volatile and large companies, which
appear unaffected, may well receive a continuing "security
blanket" premium.

Meanwhile, you can add Russia to the list of basket-case
economies, which are now seeking help from the I.M.F. (and
ultimately, the U.S. taxpayer).  Our judgement concerning
Russia is similar to the smaller southeast Asian economies.
It is obviously a negative but not sufficient to reverse the
strong economic trends in the U.S. and western Europe.
Still, the effects are cumulative and every bit hurts.

The linchpin in all of this remains Japan.  Japan continues
to do very little toward solving its problems.  We expect it
to continue to do very little.  While our expectation
remains that all of this will slow the U.S. economy and
squeeze corporate profits, there remains the risk that an
additional problem or two could coalesce all of this into a
worldwide recession.  Obviously, we will monitor this
closely.

Barring such an outcome, we expect the U.S. stock market to
remain quite volatile, with a focus on individual stocks,
some of which will do well and some of which will do poorly.




THE MUHLENKAMP FUND
(A PORTFOLIO OF THE WEXFORD TRUST)

Financial Statements for the
Six Month period Ended June 30, 1998


THE MUHLENKAMP FUND
(A PORTFOLIO OF THE WEXFORD TRUST)

                                                               
THE MUHLENKAMP FUND                                                
(A Portfolio of the Wexford Trust)                                 
                                                                   
STATEMENT OF ASSETS AND LIABILITIES                                
June 30, 1998                                                      
                                                                   
ASSETS                                                             
                                                                   
INVESTMENTS, AT VALUE                                         
  (Identified cost  $147,630,123)                              $
                                                         206,483,377
                                                              
RECEIVABLES:                                                       
  Dividends                                                        
                                                            101,181
  Interest                                                         
                                                             72,399
  Subscriptions                                                    
                                                            790,334
                                                                   
          Total receivables                                        
                                                            963,914
                                                                   
PREPAID EXPENSES                                                   
                                                                 78
                                                                   
          Total assets                                             
                                                        207,447,369
                                                                   
LIABILITIES                                                        
                                                                   
ACCOUNTS PAYABLE:                                                  
  Advisor fee                                                      
                                                              7,591
  Redemptions                                                      
                                                            117,833
  Accrued expenses                                                 
                                                             38,991
                                                                   
          Total liabilities                                        
                                                            164,415
                                                                   
NET ASSETS                                                        $
                                                        207,282,954
                                                                   
NET ASSETS CONSIST OF:                                             
                                                                   
CAPITAL PAID IN ON SHARES OF BENEFICIAL                            
INTEREST
  (shares authorized-unlimited)                                   $
                                                        148,250,400
                                                                   
UNDISTRIBUTED NET INVESTMENT INCOME                                
                                                            219,478
                                                                   
ACCUMULATED NET REALIZED LOSS ON INVESTMENTS                       
                                                           (40,178)
                                                                   
NET UNREALIZED APPRECIATION OF INVESTMENTS                         
                                                         58,853,254
                                                                   
NET ASSETS                                                        $
                                                        207,282,954
                                                                   
NUMBER OF SHARES OF BENEFICIAL INTEREST                            
  OUTSTANDING                                                      
                                                          4,867,259
                                                                   
NET ASSET VALUE PER SHARE                                         $
                                                              42.59
                                                                   
                                                                   
See notes to financial statements.                                 



THE MUHLENKAMP FUND
(A Portfolio of the Wexford Trust)

PORTFOLIO OF INVESTMENTS
June 30, 1998

                                        Number of
                                        Shares or
                                        Principal
Name of Issuer and Title of Issue        Amount            Value

COMMON STOCK - 81.89%
 Aerospace - 3.07%
  * BE Aerospace, Inc.                            167,000  $        4,863,875
     Lockheed Martin                               14,000           1,482,250

                                                                    6,346,125

 Airlines - 4.44%
     Air Express International Corp.              32,343              865,175
  * AMR Corp.                                    100,000            8,325,000

                                                                 9,190,175

 Autos - 7.45%
     Ford Motor Company                           92,000            5,428,000
  * National RV Holdings                         135,000            6,091,875
     Superior Industries                          53,180            1,499,012
  * Dana Corp.                                    45,000            2,407,500

                                                               15,426,387

 Buildings - 1.8%
     Armstrong World                              23,000            1,549,625
  * Griffon Corp.                                161,000            2,062,813
  * Int'l. Comfort Prod.                          10,000              121,250

                                                                 3,733,688

 Banks - 5.25%
     Chase Manhattan                              24,000            1,812,000
     Citicorp                                     20,000            2,985,000
     Mellon Bank Corp.                            70,000            4,873,750
     National City Corp.                          10,000            1,196,492

                                                               10,867,242

 Brokerage - 5.53%
     A.G. Edwards                                 18,750              800,391
     Merrill Lynch                                62,000            5,719,500
     Southwest Securities, Inc.                  218,700            4,920,750

                                                               11,440,641


 Capital Goods - 6.77%
     Aeroequip - Vickers Inc.                     69,700  $        4,068,738
     Commercial Intertech                        175,900           3,188,188
     General Electric                             18,000           1,638,000
     Graco, Inc.                                 105,825           3,690,647
     Idex Corp.                                   41,250           1,423,125

                                                               14,008,697

 Diversified Operations - 1.26%
     Loews Corp.                                  30,000            2,613,750

 Electronics - 0.55%
     Computer Associates Internation              15,000             833,438
     Intel Corp.                                   4,000             296,500

                                                                 1,129,938

 Finance - 12.04%
     Fidelity National Financial                   88,529           3,524,561
  * Friedman Billings Ramsey                        5,000              72,188
     Morgan Stanley Dean Witter Dis                81,500           7,447,063
     Green Tree Financial                         280,800          12,021,750
     Associates First Capital - A                  24,111    1,853,533

                                                               24,919,094

 Healthcare - 0.5%
  * Lincare Holdings, Inc.                          20,000              841,250

 Furniture - 4.93%
  * Stanley Furniture, Inc.                         285,500           7,244,563
  * Winsloew Furniture                              109,600           2,959,200

                                                               10,203,763

 Homebuilding - 3.42%
  American Woodmark                                  40,000  $        1,095,000
  *Crossman Communities                             140,000  $        4,252,500
  * NVR, Inc.                                        42,000  $        1,724,625

                                                       $        7,072,125

 Industrial Equipment - 3.48%
     AGCO Corp.                                     149,000            3,063,813
     Deere & Co.                                     40,000            2,115,000
     JLG Industries, Inc.                           100,000            2,025,000

                                                                 7,203,813

 Insurance - 8.36% 
     Conseco, Inc.                                   87,255            4,079,171
     Frontier Insurance                             108,737            2,453,383
     Reliance Group Holdings Inc.                   220,000            3,850,000
     Sun America                                     82,500            4,738,594
     Vesta                                          102,500            2,184,531

                                                               17,305,679

 Metals - 2.60%
  *  RMI Titanium Co.                               179,200            4,076,800
      Matthews Int'l. Corp.                          16,000              393,000
      Alleghney Teledyne, Inc.                       40,000              915,000

                                                                 5,384,800

 Oils, Natural Gas and Energy Related - 4.37%
  Calpine Corp                                      160,000            3,230,000
  *  Global Marine, Inc.                            130,000            2,429,375
  Nabors Industries                                  60,000            1,188,750
  Omni Energy Services                              127,500            1,737,188
  R&B Falcon Corp                                    20,000              452,500

                                                                 9,037,813

 Rails - 2.04%
      Burlington Northern Ind., Inc.                 43,000            4,222,063

 Savings and Loan - 2.18%
      Federal National Mortgage Asso                 74,400            4,519,800


 Technology - 0.60%
  *  Scios Inc.                                     140,000            1,242,500


 Tobacco - 0.67%
      Philip Morris                                  35,280            1,389,150

 Transportation - 0.66%
  *  Coach USA                                       30,000            1,368,750

            Total Common Stocks (cost $114,056,741)          169,467,240

BONDS AND NOTES - 12.87%
 General Motors Acceptance Corp.
  -0-%, due 2013                      $          5,990,000             1,952,740

 U.S. Treasury Stripped Interest 
  -0-%, due 2013                                   800,000               349,176

 U.S. Treasury Stripped Interest
  -0-%, due 2024                                30,000,000             7,036,290

 U.S. Treasury
  7.25%, due 2016                                3,250,000             3,809,611

 U.S. Treasury                                  26,900,000             6,063,179
  -0-%, due 2024

 U.S. Treasury                                  30,000,000             7,428,060
  -0-%, due 2023

            Total Bonds and Notes (cost $23,196,302)                  26,639,056

REGISTERED INVESTMENT COMPANY - 5.01%
 Star Trust for U.S. Treasury (cost   $         10,377,080            10,377,080

            Total (identified and tax cost of $147,63  $    206,483,377


*  Non-income producing

    Investments are shown as a percentage of net assets at June 30, 1998

See notes to financial statements.



THE MUHLENKAMP FUND                                                 
(A Portfolio of the Wexford Trust)                                  
                                                                    
STATEMENT OF OPERATIONS                                             
FOR THE SIX MONTH PERIOD ENDING JUNE 30, 1998                       
                                                                    
INVESTMENT INCOME:                                                  
  Interest                                                         $
                                                             506,379
  Dividends                                                         
                                                             783,151
                                                               
          Total investment income                              
                                                          1,289,530
                                                                    
EXPENSES:                                                           
  Investment advisor                                                
                                                             834,583
  Transfer agent fees                                               
                                                              74,944
  Printing                                                          
                                                              25,581
  Postage                                                           
                                                              23,651
  Registrations and filing                                          
                                                              21,383
  Audit                                                             
                                                              22,873
  Fund accounting                                                   
                                                              13,570
  Custodian                                                         
                                                              14,165
  Miscellaneous                                                     
                                                               5,358
  Legal                                                             
                                                               2,017
  Security & Exchange Fees                                          
                                                              20,525
  Proxy vote                                                        
                                                              26,000
  Fidelity Bond                                                     
                                                               2,929
                                                                    
          Total expenses                                            
                                                           1,087,579
                                                                    
  Fees paid indirectly (Note 7)                                     
                                                            (13,300)
                                                                    
                                                                    
     Net expenses                                                   
                                                           1,074,279
                                                                    
NET INVESTMENT INCOME                                               
                                                             215,251
                                                                    
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:                        
  Net realized gain on investments                                  
                                                              87,394
  Change in unrealized appreciation in value                        
of investments                                            24,126,905
                                                                    
NET GAIN ON INVESTMENTS                                             
                                                          24,214,299
                                                                    
NET INCREASE IN NET ASSETS RESULTING FROM                          $
OPERATIONS                                                24,429,550
                                                                    
                                                                    
See notes to financial statements.                                  


<TABLE>

THE MUHLENKAMP FUND                                                                                             
(A Portfolio of the Wexford Trust)                                                                              
                                                                                                                
SELECTED PER SHARE DATA AND RATIOS                                                                              
  FOR THE YEARS ENDED DECEMBER 31,                                                                              
   1997 TO 1991, AND THE SIX MONTH
       PERIOD ENDING JUNE 30, 1998

                                      <C>       <C>      <C>   <C>    <C>     <C>     <C>    <C>   
                                   6 month                                                                      
                                    period
                                    ending    1997     1996   1995   1994    1993    1992   1991                
                                   6/30/98
                                                                                                                
NET ASSET VALUE, BEGINNING OF YEAR        $        $       $      $       $       $      $      $               
                                      36.55    27.52   21.26  16.23   17.86   15.20  13.25   9.21
                                                                                                                
INCOME FROM INVESTMENT OPERATIONS:                                                                              
  Net investment income (1)                                                                                     
D                                      0.04     0.18    0.14   0.21    0.11    0.12   0.20   0.13
  Net gains or (losses) on                                                                                      
Dsecurities                            6.00     8.98    6.23   5.14  (1.39)    2.63   1.89   4.05
                                                                                                                
         Total from investment                                                                                 
D operations                            6.04     9.16    6.37   5.35  (1.28)    2.75   2.09   4.18
                                                                                                                
LESS DISTRIBUTIONS:                                                                                             
  Dividends from net investment       -                                                                         
D income                                       (0.13)  (0.11) (0.21)  (0.10)  (0.08) (0.14) (0.11)
  Distributions from net realized     -                                                                         
gain on investments                                -       - (0.11)  (0.25)       -      -      -
  Return of capital                   -                                                                         
                                                   -       -      -       -  (0.01)      - (0.03)
                                                                                                                
          Total distributions         -                                                                         
D                                             (0.13)  (0.11) (0.32)  (0.35)  (0.09) (0.14) (0.14)
                                                                                                                
NET ASSET VALUE, END OF PERIOD            $        $       $      $       $       $      $      $               
D                                     42.59    36.55   27.52  21.26   16.23   17.86  15.20  13.25
                                                                                                                
D TOTAL RETURN (2)(3)                16.53 %  33.28 %   29.96  32.90 (7.20)%   18.10  15.80  45.40               
                                                           %      %               %      %      %
                                                                                                                
NET ASSETS, END OF YEAR                   $        $       $      $       $       $      $      $               
D                                   207,283  125,461  42,039   23,571  16,611   12,058  4,7161,963
                                
                                                                                                                
D RATIO OF TOTAL EXPENSES TO AVERAGE  1.30 %   1.44 %  1.56 %  1.40 %  1.57 %    1.30   1.41   1.71               
NET ASSETS (2)                                                                    %      %      %
                                                                                                                
D RATIO OF NET EXPENSES TO AVERAGE    1.28 %   1.33 %  1.54 %  1.35 %  1.52 %    1.23   1.28                      
NET ASSETS (2)                                                                    %      %      -
                                                                                                                
D RATIO OF NET INVESTMENT INCOME TO   0.52 %   0.53 %  0.58 %  1.10 %  0.70 %    0.70   1.44   1.17               
AVERAGE NET ASSETS (3)                                                            %      %      %
                                                                                                                
D PORTFOLIO TURNOVER RATE (3)        13.85 %  13.89 %   16.90  22.70   25.60   14.10  20.10  52.50               
                                                           %      %       %       %      %      %
                                                                                                                 
AVERAGE COMMISSION RATE PAID              $        $       $      $       $       $      $      $               
D (DOLLAR PER SHARE)                  0.0465   0.0205  0.0382 0.0442  0.0471  0.0586 0.0704 0.1304



                                                                                                                
(1)  Computed on weighted average                                                                               
number of shares outstanding
during the year.
       
(2)  During the years ended                                                                              
 December 31, 1992 through the six
 month period nding June 30, 1998,
  the Fund utilized the commission
credits of $4,240, $5,950, $8,830,
      $11,000, $5,000 and $47,425,
       13,300 respectively, to pay
                  certain expenses
           of the Fund.  The Total
    return for the Fund would have
 been 15.6%, 18.0%, (7.2%), 32.9%,
  29.9%, and 33.2%, 16.53% for the
     years ended December 31, 1992
    through 1997 and the six month
      period ending June 30, 1998,
respectively, without the credits.

   (3) Annualized except for Total                                                                              
     Return.  If Total Return were
     annualized it would be 36.13%
See notes to financial statements.                                                                              

</TABLE>

THE MUHLENKAMP FUND                                                  
(A Portfolio of the Wexford Trust)                                   
                                                                     
        STATEMENTS OF CHANGES IN NET ASSETS                          
    FOR THE SIX MONTH PERIOD ENDED JUNE 30,
  1998 AND THE YEAR ENDED DECEMBER 31, 1997
                                            Six Month                 
                                           Period
                                                Ending        1997
                                               6/30/98
                                                                     
INCREASE IN NET ASSETS FROM OPERATIONS:                         
  Net investment income                            $            $
                                               215,251      428,990
  Net realized gain (loss) on investments                       
                                                87,394       33,958
  Unrealized appreciation in value of                                
investments                                    24,126,905  20,691,181
                                                                     
     Net increase in net assets resulting                            
from operations                                24,429,550  21,154,129
                                                                     
DISTRIBUTIONS TO SHAREHOLDERS:                                       
  Net investment income                           -                  
                                                            (435,040)
  Net realized gain from investments              -                  
                                                                    -
                                                                     
                                                  -                  
                                                            (435,040)
                                                                     
CAPITAL SHARE TRANSACTIONS:                                          
  Net proceeds from sale of shares                                   
                                               69,849,328  76,279,489
  Net asset value of shares issued to                                
shareholders on
    reinvestment of dividends                     -                  
                                                              419,401
  Cost of shares redeemed                                            
                                             (12,456,562) (13,996,297
                                                                    )
                                                                     
     Net increase in net assets resulting                            
from capital share
       transactions                                                  
                                               57,392,766  62,702,593
                                                                     
          Total increase in net assets                               
                                               81,822,316  83,421,682
                                                                     
NET ASSETS:                                                          
  Beginning of year                                                  
                                              125,460,638  42,038,956
                                                                     
  End of Period (including undistributed                             
investment income of
    $219,478 for the six month period ended             $           $
June 30, 1998                                 207,282,954 125,460,638
    and $4,231 in 1997)                                              
                                                                     
See notes to financial statements.                                   




THE MUHLENKAMP FUND
(A PORTFOLIO OF THE WEXFORD TRUST)

NOTES TO FINANCIAL STATEMENTS
SIX MONTH PERIOD ENDED JUNE 30, 1998


1. ORGANIZATION
   
   The Wexford Trust (the "Trust") was organized as a Massachusetts
   Business Trust on September 21, 1987 and operations commenced on
   November 1, 1988.  The Trust is registered under the Investment
   Company Act of 1940, as amended.  The Muhlenkamp Fund (the
   "Fund") is a portfolio of the Wexford Trust and is currently the
   only fund in the Trust.
   
   The Fund operates as a diversified open-end mutual fund that
   continuously offers its shares for sale to the public.  The Fund
   will manage its assets to seek a maximum total return to its
   shareholders, primarily through a combination of interest and
   dividends and capital appreciation by holding a diversified list
   of publicly traded stocks.  The Fund may acquire and hold fixed-
   income or debt investments as market conditions warrant and
   when, in the opinion of its advisor, it is deemed desirable or
   necessary in order to attempt to achieve its investment
   objective.
   
   The primary focus of the Fund is long-term and the investment
   options diverse.  This allows for greater flexibility in the
   daily management of fund assets.  However, with flexibility also
   comes the risk that assets will be invested in various classes
   of securities at the wrong time and price.
   
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   
   A summary of significant accounting policies applied by
   management in the preparation of the accompanying financial
   statements follows.
   
   a. Investment Valuations - Stocks and Bonds are valued at the
      latest sales price on the last business day of the fiscal
      period as reported by the securities exchange on which the
      issue is traded.  If no sale is reported, the security is
      valued at the last quoted bid price.
      
   b. Investment Transactions and Related Investment Income -
      Investment transactions are accounted for on the trade date.
      Dividend income is recorded on the ex-dividend date.
      Interest income is recorded daily on the yield to maturity
      basis.  Discounts and premiums on securities are amortized
      over the life of the respective securities.  The Fund uses
      the specific identification method in computing gain or loss
      on the sale of investment securities.
      
   c. Federal Income Taxes - It is the Fund's policy to comply
      with the requirements of the Internal Revenue Code that are
      applicable to regulated investment companies and to
      distribute substantially all of its taxable income to its
      shareholders.  Therefore, no federal income tax provision is
      required.
      
   d. Dividends and Distributions to Shareholders of Beneficial
      Interest - Dividends and distributions are recorded by the
      Fund on the record date.
      
   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 reported period.  Actual results
      could differ from those estimates.
      
3. INVESTMENT MANAGEMENT AND OTHER TRANSACTIONS WITH AFFILIATES
   
   Muhlenkamp & Co., Inc., an affiliate of which an officer-
   stockbroker is a trustee of the Trust, receives a fee for
   investment management.  The fee is computed and accrued daily
   based on the net asset value at the close of business and is
   equal to 1% per annum.  The advisor is permitted to charge the
   Fund for some or all of its routine administration costs, which
   totaled $46,742 for the six-month period ending June 30, 1998.
   An expense reimbursement of $46,742 was requested for the six-
   month period ending June 30, 1998.  The reimbursement consists
   of the following:
   





Printing                                                   $
                                                        15,092
Registration and filings                                        
                                                          17,640
Postage                                                         
                                                          12,412
Legal and accounting                                            
                                                             885
Insurance                                                       
                                                             713
                                                                
Total                                                          $
                                                          46,742
    


   Certain affiliated persons held in the aggregate 40,641 shares
   with a net asset value of $1,730,900 in the Fund on June 30,
   1998.  In addition, the Muhlenkamp & Co., Inc. Pension & Trust
   Fund held 15,675 shares with a net asset value of $667,589 at
   June30, 1998.
   
4. CAPITAL SHARE TRANSACTIONS
   
   The Declaration of Trust permits the Trustees to issue an
   unlimited number of full and fractional shares of beneficial
   interest with a par value of $.001 per share.  Transactions in
   capital stock for the six-month period ending June 30, 1998 and
   the year ended December 31, 1997 were as follows:
   

                     June 30,                 1997         
                       1998
                      Shares     Amount      Shares     Amount
                                                                
Shares outstanding,                                             
  beginning of year                     $                      $
                     3,432,778 90,857,672   1,527,718 28,155,079
Shares sold                                                     
                     1,744,691 69,849,290   2,311,675 76,279,489
Shares issued to                                                
shareholders
 in  reinvestment                                          
of dividend                                  11,928     419,401
Shares redeemed                                                 
                     (310,210) (12,456,56   (418,543) (13,996,29
                                       2)                     7)
                                                           
Shares outstanding,                                        
  end of year                                                  $
                     4,867,259 148,250,40   3,432,778 90,857,672
                                        0
    


5. CAPITAL LOSS CARRYFORWARD
   
   As of June 30, 1998, the Fund had available for federal income
   tax purposes a capital loss carryforward of approximately
   $127,600, which expires December 31, 2004.
   
6. INVESTMENT TRANSACTIONS
   
   Purchases and sales of investment securities, excluding short-
   term securities were $60,479,370 and $8,873,661, respectively,
   during the six-month period ending June 30, 1998.
   
   The components of the net unrealized appreciation in the value
   of the investments held June 30, 1998 for both financial
   reporting and tax purposes are as follows:
   





Gross unrealized appreciation of                           $
investments                                           62,888,722
Gross unrealized depreciation of                           
investments                                           (4,035,468
                                                          )
                                                                
Net unrealized appreciation of investments                     $
                                                      58,853,254
    


7. DIRECTED BUSINESS ARRANGEMENT
   
   The Fund has a directed business arrangement with Capital
   Institution Services, Inc. ("CIS").  Upon the purchase and/or
   sale of investment securities, the Fund pays a brokerage
   commission to CIS.  These commission payments generate
   nonrefundable cumulative credits which are available to pay
   certain expenses of the Fund, such as performance measurements,
   pricing information, custodian and record keeping services,
   legal, accounting and other administrative costs.  The
   commission credits redeemed during the year were utilized by the
   Fund to pay accounting fees due to the Independent Auditors,
   transfer agent fees and fund accounting.
   
   The following is an analysis of commissions credits generated,
   utilized and available to pay future expenses of the Fund:
   





Balance, January 1, 1998                                   $
                                                       (2,452)
Commission credits generated during thesix-             33,756
        month period ended 6/30/98
Commission credits utilized:                          
  Auditor fees                                                 $
                                                        (13,300)
                                                      
Balance, June 30, 1998                                         $
                                                          31,304
    


   Annual fund operating expenses, as a percentage of average net
   assets, were 1.30% without the commission credits.  Utilizing
   commission credits, operating expenses as a percentage of
   average net assets were 1.28%.
   
                 SPECIAL MEETING OF SHAREHOLDERS
                         MUHLENKAMP FUND
                             HELD ON
                          MAY 28, 1998

On May 28, 1998 a Special meeting of the Shareholders of the
Muhlenkamp Fund (A Series of the Wexford Trust), was conducted at
The Chadwick in Ballroom C, 1 Wexford Square, Wexford, PA. All
Trustees were present at the meeting. A quorum of 2,504,282.05
shares from a total of 3,979,925 was present at the meeting for
the transaction of business.

The matters acted upon at the meeting were:

(1)  Election of Trustees;

(2) One proposed change to your Fund's fundamental investment
restriction permitting it to purchase or sell options on
securities, which would not alter your Fund's investment
objectives;

(2)  Any other business properly brought before the meeting.


1.     ELECTION OF TRUSTEES

The nominees for trustee were Alfred E. Kraft and Terrence
McElligott.  The nominees were replacing Richard R. Rice and
Edgar C. Belle who were retiring from the board after having
served it since the inception of the Fund. Ronald H. Muhlenkamp
is currently a trustee who was elected by the shareholders of the
Fund on November 18, 1988.  He was not up for election.

During the meeting Mr. Kraft and Mr. McElligott were elected as
the new trustees of the Fund by a majority of the shares
outstanding.  The results are tabulated below.

              Shares     % of   % of   Shares       % of     %
              Voted      Voted  Total  Withheld     Voted    Total
NOMINEE          FOR      FOR    FOR    Authority   Withhel Withhe
                                                       d      ld
                                                                  
Alfred E.     2,436,238. 97.28% 61.21%  68,044.00    2.72%   1.71%
Kraft             05
Terrence      2,442,251. 97.52% 61.36%  62,031.00    2.48%   1.56%
McElligott        05


2.     CHANGE TO COMPANY'S INVESTMENT RESTRICTIONS

The Trustees recommended that the shareholders approve a change
to the Fund's fundamental investment restrictions to allow the
Fund to purchase and sell put and call options on stock or bonds.
The Trustees believe that the premiums offered on some option
contracts are attractive relative to interest rates on bonds and
other investments. This change would not alter your Fund's
investment objectives.

A majority of the shares present at the meeting voted in favor of
allowing the Fund to change it's fundamental investment
restriction and allow it to purchase and sell put and call
options on stock or bonds.  The results of this vote are
tabulated below.

           Shares            % of
           Voted             Voted
For         1,804,786.05     72.07%
                  
Against     261,324.00       10.44%
                    
Abstain     68,711.00        2.74%
Broker Non- 369,461.00      14.75%
Vote                
            2,504,282.05      100.00%
                                                  

3.   OTHER BUSINESS

There was no other business brought before the meeting, which
required a vote.

During the Special Meeting Ronald Muhlenkamp thanked Mr. Rice and
Mr. Belle for their years of dedicated service to the
shareholders of the Muhlenkamp Fund.

Questions were entertained and then the meeting was adjourned.

                            * * * * * *






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