WEXFORD TRUST/PA
N-30D, 1999-02-25
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Dear  Shareholder:

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

As of December 31, 1998, the Net Asset Value (NAV) of your fund
was $37.65 after posting a $.075 dividend. The 1998 total return 
for the fund was 3.22%.


    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
1998		     3.2		 28.12

Chart goes here.  This is a line chart comparing the
performance of the Muhlenkamp Fund with the S&P 500 since
December 31, 1990.  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
12/31/98	    436                  451

1998 was a challenging year in the investment markets.  
 
We got it partly right and partly wrong.   

The markets started the year very strongly.  In April 1998 
Muhlenkamp Memorandum we wrote:

"At yearend, we judged U.S. stock prices to be fair 
based on 1997 earnings.  We now judge prices to be fair 
based on 1998 estimated earnings.  Since it's only April, 
there is ample time  for normal (5-10%) market corrections 
this year.  We don't expect a decline greater than 10%,  
because the trends in GDP and inflation remain positive.  
In summary, prices are fair; the long-term and intermediate-term 
trends are positive; in the short-term we expect prices to be 
volatile."

Generally speaking we got the economic part right.  GDP growth 
remained positive and inflation continued to decline.  We said 
that you didn't want to be a U.S. producer selling to Asia.  We 
also said the U.S. consumer buying from Asia was in good shape.  
So, the broad-based economic numbers we got right.  

We failed to foresee the dramatic decline in the prices of world 
tradable goods including; oil, grains, metals, paper and chemicals.  
The prices of these goods fell much faster and much farther than we 
anticipated.  The stock prices of companies serving these industries 
also fell farther and faster than we anticipated.  We were hurt by 
that: specifically in the stocks of oil service companies and 
manufacturers of farm equipment.  We also failed to foresee the 
default by Russia on their government debt, and the impact that 
had on the investment markets.  The Russian economy and Russian 
debt are very small parts of the world economy and world 
investment markets, but Russia's default was the first default 
on debt by a government in many years.  It had a dramatic effect 
on the worldwide debt markets.  This effect was greatly magnified by 
the widespread ownership of emerging market government bonds 
by hedge funds, which bought them with borrowed money.

In August and again in October we witnessed the selling of securities
regardless of price.  We believe this selling was done by hedge funds 
who received margin calls on their portfolios in August, forcing them 
to sell.  They then received redemption requests by their investors at 
the end of September forcing them to sell again in October.  This 
forced selling drove market prices of both bonds and stocks down 
dramatically in August and October.  This selling engendered a climate 
of fear and uncertainty in the marketplace. This fear and uncertainty 
manifested itself in several ways.  First, of course, it resulted in the 
selling of securities, regardless of price.  Second, it fostered a 
preference for only the highest quality bonds (U.S. Treasuries) and 
for the highest quality stocks.  Third, it fostered fears of recession.  
Headlines of the time speculated that we must be facing serious economic 
problems for the markets to be so weak.     

But economic data confirm that the economy remains quite healthy.  
As the data continue to come in, we believe that confidence in the 
economy and in secondary stocks will recover and that values in the 
marketplace will once again reflect corporate values.  In the fearful 
time of August-October, value didn't matter.  Those folks needing or 
wanting to own securities were only interested in owning those perceived 
as the highest quality, which we call "security blankets."  In the bond 
markets, only Treasury bonds were good enough.  Treasury bond prices went 
up, all other bond prices went down.  In the stock market, only two sectors 
did well:  the biggest and the best.  

Historically, lower P/E's have protected investors in declining markets, 
especially if the decline was sizeable or protracted.  In 1998, the decline 
was sizable but short-lived.  At any rate, our lower P/E's didn't help us 
this time.  Investors paid up for "security blankets," not value.  

As the data continue to come in showing the U.S. economy is doing well, 
inflation is under control and corporate profits are in decent shape, we 
expect investors to broaden their list of acceptable stocks to include good 
companies at favorable prices, such as those we own.
 
Ronald H. Muhlenkamp
President
February 1999

THE MUHLENKAMP FUND
(A PORTFOLIO OF THE WEXFORD TRUST)

Financial Statements for the
Year Ended December 31, 1998 and 1997, and
Independent Auditors Report




THE MUHLENKAMP FUND
(A PORTFOLIO OF THE WEXFORD TRUST)

TABLE OF CONTENTS


                                                               Page
                                                                   
INDEPENDENT AUDITORS REPORT                                    1

FINANCIAL STATEMENTS:

 Statement of Assets and Liabilities as of December 31, 1998    2

 Portfolio of Investments as of December 31, 1998              3-7

 Statement of Operations for the Year Ended December 31, 1998   8

 Financial Highlights for the Years Ended December 31, 1994 to 1998
9

 Statements of Changes in Net Assets for the Years Ended December
31, 1998 and 1997                                               10

 Notes to Financial Statements                                11-14




INDEPENDENT AUDITORS REPORT
 
 
To the Trustees of the Wexford Trust and
 Shareholders of the Muhlenkamp Fund:

We have audited the accompanying statement of assets and
liabilities, including the portfolio of investments, of The
Muhlenkamp Fund (the Fund) (a portfolio of the Wexford Trust), as
of December 31, 1998, and the related statement of operations for
the year then ended, the statements of changes in net assets and
the financial highlights for each of the two years in the period
then ended.  These financial statements and financial highlights
are the responsibility of the Funds management.  Our
responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.  The
financial highlights for the three years ended December 31, 1996
were audited by other auditors, whose report thereon dated January
23, 1997, expressed an unqualified opinion.

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 the securities
owned as of December 31, 1998, by correspondence with the custodian
and brokers; where replies were not received, we performed other
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 the Muhlenkamp Fund as of December 31, 1998,
the results of its operations for the year then ended, the changes
in its net assets and the financial highlights for each of the two
years in the period then ended, in conformity with generally
accepted accounting principles.





DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania
January 11, 1999




PORTFOLIO OF INVESTMENTS
EXCEL 2924/PAGES 3-5


THE MUHLENKAMP FUND							
(A Portfolio of the Wexford Trust)							
							
STATEMENT OF ASSETS AND LIABILITIES							
DECEMBER 31, 1998							
							
ASSETS							
							
INVESTMENTS, AT VALUE							
  (Identified cost $162,353,568)		  $196,530,186  					
							
RECEIVABLES:							
  Dividends		  187,026  					
  Interest		  6,255  					
  Subscriptions		  355,117  					
							
          Total receivables		  		548,398  					
							
PREPAID EXPENSES		  1,579  					
							
          Total assets		  197,080,163  					
							
LIABILITIES							
							
COVERED CALL OPTIONS WRITTEN, AT VALUE (Premiums							
  received $551,082)		  1,156,975  					
							
ADVISOR FEE		  	165,952  					
							
ACCRUED EXPENSES		  54,022  					
							
DIVIDENDS PAYABLE		  295  					
							
REDEMPTIONS PAYABLE		  741,319  					
							
          Total liabilities		  2,118,563  					
							
NET ASSETS		  $194,961,600  					
							
NET ASSETS CONSIST OF:							
							
CAPITAL PAID IN ON SHARES OF BENEFICIAL INTEREST							
  (Shares authorized-unlimited)		  			$161,623,293			
							
DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME		  (538) 					
							
ACCUMULATED NET REALIZED (LOSS) ON INVESTMENTS		  	(231,979) 					
							
NET UNREALIZED APPRECIATION OF INVESTMENTS 		  	33,570,824  					
							
NET ASSETS		  					$194,961,600  					
							
NUMBER OF SHARES OF BENEFICIAL INTEREST OUTSTANDING		  5,178,767  					
							
NET ASSET VALUE PER SHARE		  $37.65  					
							
							
See notes to financial statements.							

THE MUHLENKAMP FUND				
(A Portfolio of the Wexford Trust)				
<TABLE>
PORTFOLIO OF INVESTMENTS				
DECEMBER 31, 1998				
							    <C>		  <C>				
								Number of	
								Shares or	
								Principal	 
	Name of Issuer and Title of Issue			Amount		    Value
				
COMMON STOCK - 93.1%				
	Aerospace - 4.5%			
		*  BE Aerospace, Inc.	  			357,000  	  $7,497,000  
		    Lockheed Martin	  			14,000  	  1,186,500  
				      
				  						8,683,500  
				
	Airlines - 6.7%			      
		*  Alaska Air Group	  			120,000  	  5,310,000  
		    Air Express International Corp.	  	32,343  	  703,460  
		*  AMR Corp.	  				120,000  	  7,125,000  
				      
				  						3,138,460  
				
	Autos - 7.1%			      
		    Ford Motor Company	  			112,000  	  6,573,000  
		*  National RV Holdings	  			204,500  	  5,265,875  
		    Superior Industries	  			53,180  	  1,479,070  
		    Dana Corp.	  				15,000  	  613,125  
				  	    
				  						13,931,070  
 				
	Banks - 7.1%			      
		   Chase Manhattan	  			24,000  	  1,633,500  
		   Citigroup Inc.	  			120,000  	  5,940,000  
		   Mellon Bank Corp.	  			90,000  	  6,187,500  
				
				  						13,761,000  
				
	Building Products - Cement/Aggregate 1.8%			
		    Southdown Inc.	 			60,000  	  3,551,250  
				      
	Brokerage - 6.9%			
		   A.G. Edwards	  				18,750  	  698,438  
		   Merrill Lynch	  			122,000  	  8,143,500  
		   Southwest Securities, Inc.	  		229,635  	  4,621,404  
				      
				  						13,463,342  
				
				
				(Continued)
				
	Buildings - 1.6%			
		*  Griffon Corp.	  			211,000  	  $2,241,875  
		*  Monaco Coach Corp.	  			30,000  	  795,000  
				
				  						3,036,875  
				
	Capital Goods - 3.5%			
		   Commercial Intertech	  			203,400  	  2,631,487  
		   Graco, Inc.	  				105,825  	  3,121,838  
		   Index Corp.	  				41,250  	  1,010,625  
				
				  						6,763,950  
	Diversified Operations - 1.5%			
		*  Loews Corp.	  				30,000  	  2,947,500  
				      
	Electronics - 5.0%			
 		   Computer Associates International, Inc.	  105,000  	  4,475,625  
		   Intel Corp.	  				44,000  	  5,216,750  
				
				  						9,692,375  
	Finance - 5.4%			
		    Fidelity National Financial 	  	113,882  	  3,473,398  
		*  Friedman Billings Ramsey	  		5,000  	        32,500  
		    Morgan Stanley Dean Witter Discover & Co.	  81,500  	  5,786,500  
		    National City Corp.	  			16,852  	  1,221,770  
				
				  						10,514,168  
				
	Finance Mortgage Loan Banker - 0.5%			      
		*  Long Beach Financial Corp.	  		136,000  	  1,020,000  
				      
	Furniture - 4.3%			      
		*  Stanley Furniture, Inc.	  		305,500  	  5,575,375  
		*  Winsloew Furniture	  			109,600  	  2,904,400  
				      
				  						8,479,775  
				      
				(Continued)
				
	Homebuilding - 5.4%			      
		   American Woodmark Corp.	 		 92,200  	  $3,157,850  
		   Crossman Common Inc.	  			180,000  	  4,972,500  
		* NVR, Inc.	  				52,000  	  2,479,750  
				      
				  						10,610,100  
				
	Industrial Equipment - 1.8%			      
		   AGCO Corp.	  				243,700  	  1,919,138  
		   JLG Industries, Inc.	  			100,000  	  1,562,500  
				
				  						3,481,638  
				
	Insurance - 7.8%			      
		   Conseco, Inc.	  			344,608  	  10,532,082  
		   Frontier Insurance	  			108,737  	  1,399,989  
		   Reliance Group Holdings Inc.	  		232,500  	  2,993,438  
	 	   Vesta Insurance Group Inc.	  		59,500  	  357,000  
				
				  						15,282,509  
				      
	Machinery, Electric Utilities - 3.3%			     
		*  Kuhlman Corp.	  			69,200  	  2,620,950  
				
	Metal - 2.0%			
		   Allegheny Teledyne Inc.	  		40,000  	  817,500  
		   Matthews Intl. Corp.	  		16,000  	  504,000  
		* RTI International Metals	  		179,200  	  2,508,800  
				
	 			  						3,830,300  
				      
	Oils, Natural Gas and Energy Related - 3.1%			      
		*  Calpine Corp.	  			200,000  	  5,050,000  
		*  Global Marine, Inc.	  			20,000  	  183,750  
		*  Omni Energy Services	  			198,000  	  841,500  
				
				  						6,075,250  
				
	Rails - 2.2%			      
		   Burlington Northern Santa Fe Corp	  	129,000  	  $4,353,750  
				      
	Retail Jewelry - 0.1%			
		* Piercing Pagoda Inc.	  			10,000  	  97,500  
				
	Savings and Loan - 2.8%			      
		* Federal National Mortgage Assoc.	  	74,400  	  5,505,600  
				      
	Steel - Specialty - 0.4%			
		* Texas Industries Inc.	  			27,400  	  738,085  
				
	Technology - 4.2%			
	a)	* Applied Materials	  			150,000  	  6,403,125  
	a)	   Helix Corp	  				30,000  	  390,000  
		* Scios Inc.	  				140,000  	  1,452,500  
				
				  						8,245,625  
				
	Tobacco - 3.7%			
		   Philip Morris	  			135,280  	  7,237,480  
				
	Transportation - 2.3%			
		* Coach USA	  				129,800  	  4,502,439  
				
		          Total Common Stocks (cost $150,888,883)	     	  181,564,491  
				
				
	BONDS AND NOTES - 7.7%			
		   General Motors Acceptance Corp.		
		     -0-%, due 2015	  $5,990,000  	  $1,949,745  
				
		   U.S. Treasury Strip		
		     -0-%, due 2013	  800,000  	  375,047  
				
		   U.S. Treasury Strip		
		     -0-%, due 2024	  26,900,000  	  6,679,109  
				
		   U.S. Treasury Strip		
		     -0-%, due 2023	  21,000,000  	  5,662,251  
				
		          Total Bonds and Notes (cost $6,856,318)		  14,666,152  
				
	REGISTERED INVESTMENT COMPANY - 0.2%			
		   Star Trust for U.S. Treasury (cost $299,543)	  299,543  	  299,543  
				
		          Total (identified and tax cost of $162,353,568)	     	  $196,530,186  
				
	*	Non-income producing security		
				
		Investments are shown as a percentage of net assets at December 31, 1998.		
				
	a)	At December 31, 1998, the Funds open covered call options contracts which are accounted for as a 		
		  liability on the Statement of Assets and Liabilities were as follows:		
				
				
				
			Number	
			of Contracts	Market
		Underlying security/expiration date/exercise price:	Written	Value
				
		      Applied Materials/January 2000/40	  1,000  	  $1,050,000  
		      Helix Technology/April 1999/10	  300  	  106,875  
				
	 	          Total covered call options written (premiums received $551,082)		  $1,156,875  
				

See notes to financial statements.				
							
</TABLE>							
							
THE MUHLENKAMP FUND								
(A Portfolio of the Wexford Trust)								
								
STATEMENT OF OPERATIONS								
YEAR ENDED DECEMBER 31, 1998								
								
INVESTMENT INCOME:								
  Interest		  $1,129,844  						
  Dividends		  1,645,798  						
								
          Total investment income		  2,775,642  						
								
EXPENSES:								
  Investment advisor		  	1,804,540  						
  Transfer agent fees		  	302,071  						
  Printing		  		59,294  						
  Postage		  		45,252  						
  Registrations and filing		  43,507  						
  Custodian		  		41,660  						
  Proxy		  			35,110  						
  Fund accounting		  	30,856  						
  Reorganization		  	30,381  						
  Audit		  			30,101  						
  Miscellaneous		  		12,147  						
  Legal		  			6,095  						
  Fidelity Bond		  		5,063  						
								
          Total expenses		  2,446,077  						
								
  Fees paid indirectly		  (58,010) 						
								
     Net expenses		  2,388,067  						
								
NET INVESTMENT INCOME		  387,575  						
								
REALIZED AND UNREALIZED LOSS ON INVESTMENTS:								
  Net realized loss on investments 		            (104,365) 						
  Change in unrealized appreciation in value of investments (1,155,525)

NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS		  (1,259,890) 						
								
NET DECREASE IN NET ASSETS RESULTING								
   FROM OPERATIONS		  			$(872,315) 						
								
<TABLE>								
See notes to financial statements.								
THE MUHLENKAMP FUND															
(A Portfolio of the Wexford Trust)															
															
FINANCIAL HIGHLIGHTS															
YEARS ENDED DECEMBER 31, 1998 TO 1994															
							      <C>          <C>            <C>              <C> 							
							1998	   1997	  	1996		1995		1994										
															
NET ASSET VALUE, BEGINNING OF YEAR	  		$36.55 	  $27.52  	21.26   	$16.23  	$17.86  										
															
INCOME FROM INVESTMENT OPERATIONS:															
  Net investment income (1)	  			0.08  	  0.18  	  0.14  	  0.21  	  0.11  										
  Net gains or (losses) on securities (3)	  	1.10  	  8.98  	  6.23  	  5.14  	  (1.39) 										
															
          Total from investment operations	  	.18  	  9.16  	  6.37  	  5.35  	  (1.28) 										
															
LESS DISTRIBUTIONS:															
  Dividends from net investment income	  		(0.08) 	  (0.13) 	  (0.11) 	  (0.21) 	  (0.10) 										
  Distributions from net realized gain on investments	  -        -       	  -       	  (0.11) 	  (0.25) 										
  Return of capital	  -       	  -       	  -    		-       	  -       										
															
          Total distributions	  			(0.08) 	  (0.13) 	  (0.11) 	  (0.32) 	  (0.35) 										
															
NET ASSET VALUE, END OF YEAR	  			$37.65    $36.55  	  $27.52  	  $21.26  	  $16.23  										
															
TOTAL RETURN (2)	 				3.22 %	 33.28 %	 29.96 %	 32.90 %	(7.20)%										
															
NET ASSETS, END OF YEAR	 ($,000)			$194,962  $125,461       $42,039  	  $23,571  	  $16,611  										
															
RATIO OF TOTAL EXPENSES TO AVERAGE NET ASSETS (2)	 1.36 %	 1.44 %	 	1.56 %	 	1.40 %	 	1.57 %										
															
RATIO OF NET EXPENSES TO AVERAGE NET ASSETS (2)	 	1.32 %	 1.33 %	 	1.54 %	 	1.35 %	 	1.52 %										
															
RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS	 0.21 %	 0.53 %	 	0.58 %	 	1.10 %	 	0.70 %										
															
PORTFOLIO TURNOVER RATE	 				27.03 %	 13.89 %	 16.90 %	 22.70 %	 25.60 %										
															
(1)  Computed on weighted average number of shares outstanding during the year.															
(2)  During the years ended December 31, 1994 through 1998, the Fund utilized the 
commission credits of $8,830, $11,000, $5,000, $47,425 and $58,010, respectively, 
to pay certain expenses of the Fund.  The total return for the Fund would have been 
(7.2%), 32.9%, 29.9%, 33.2% and 3.2% for the years ended December 31, 1994 through 1998, 
respectively, without the credits.															
(3)  The amount shown in this caption for a share outstanding does not correspond 
with the aggregate net realized and unrealized gains or (losses) on security transactions 
for the year ended December 31, 1998, due to timing of sales and repurchases of 
fund shares in relation to fluctuating market values of the investments of the Fund.															
															
See notes to financial statements.															
															
</TABLE>															
															
															
															
<TABLE>															
THE MUHLENKAMP FUND								
(A Portfolio of the Wexford Trust)								
								
STATEMENTS OF CHANGES IN NET ASSETS								
YEARS ENDED DECEMBER 31, 1998 AND 1997								
							     <C>	    <C>	
								1998		  1997						
								
INCREASE IN NET ASSETS FROM OPERATIONS:	     	     						
  Net investment income	  					$387,575  	  $428,990  						
  Net realized gain (loss) on investments 	  		(104,365) 	  33,958  						
  Change in unrealized appreciation in value of investments 	(1,155,525) 	  20,691,181  						
	      	      						
     Net increase in net assets resulting from operations	  (872,315) 	  21,154,129  						
	      	      						
DISTRIBUTIONS TO SHAREHOLDERS:	      	      						
  Net investment income	  					(392,344) 	  (435,040) 						
	      	      						
CAPITAL SHARE TRANSACTIONS:	      	      						
  Net proceeds from sale of shares	  			120,046,067  	  76,279,489  						
  Net asset value of shares issued to shareholders on 	      	      						
    reinvestment of dividends 	  				381,937  	  419,401  						
  Cost of shares redeemed	  				(49,662,383) 	  (13,996,297) 						
	      	      						
     Net increase in net assets resulting from capital share	      	      						
       transactions	  					70,765,621  	  62,702,593  						
	      	      						
          Total increase in net assets	  			69,500,962  	  83,421,682  						
	      	      						
NET ASSETS:	      	      						
  Beginning of year	  					125,460,638  	  42,038,956  						
								
  End of year (including (distributions in excess of) undistributed 	      	      						
    net investment income of ($538) and $4,231 in 1998 and								
    1997, respectively)	  					$194,961,600  	  $125,460,638  						
								
								
See notes to financial statements.								
								
								
</TABLE>							

THE MUHLENKAMP FUND
(A PORTFOLIO OF THE WEXFORD TRUST)

NOTES TO FINANCIAL STATEMENTS


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 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 Taxes - It is the Funds 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 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. Use of Estimates - The preparation of financial statements
      in conformity with generally accepted accounting principles
      requires management to make estimates and assumptions that
      affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date
      of the financial statements and the reported amounts of
      revenues and expenses during the reported period.  Actual
      results could differ from those estimates.
      
   f.   Options Transactions - The Fund may write put and call options
      only if such options are considered to be covered.  A written call
      option is considered to be covered when the writer of the call
      option owns throughout the option period the security on which the
      option is written.  A written put option is considered covered when
      the writer of the put has deposited and maintained amount equal to
      or greater than the exercise price of the put option.  The Fund may
      purchase put and call options call.
      
      When the Fund writes a covered call or put option, an amount
      equal to the premium received is included in the statement
      of assets and liabilities as a liability.  The amount of the
      liability is subsequently marked-to-market to reflect the
      current market value of the option.  If an option expires on
      its stipulated expiration date or if the Fund enters into a
      closing purchase transaction, a gain or loss is realized.
      If a written call option is exercised, a gain or loss is
      realized for the sale of the underlying security and the
      proceeds from the sales are increased by the premium
      originally received.  If a written put option is exercised,
      the cost of the security acquired is decreased by the
      premium originally received.  As writer of an option, the
      Fund has no control over whether the underlying securities
      are subsequently sold (call) or purchased (put) and, as a
      result, bears the market risk of an unfavorable change in
      the price of the security underlying the written option.
      
      When the Fund purchases a call or put option, an amount
      equal to the premium paid is included in the Funds
      statement of assets and liabilities as a investment, and is
      subsequently marked-to-market to reflect the current market
      value of the option.  If an option expires on the stipulated
      expiration date or if the Fund enters into a closing sale
      transaction, a gain or loss is realized.  If the Fund
      exercises a call the cost of the security acquired is
      increased by the premium paid for the call.  If a Fund
      exercises a put option, a gain or loss is realized from the
      sale of the underlying security, and the proceeds from such
      a sale are decreased by the premium originally paid.
      Written and purchased options are nonincome producing
      securities.
      
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 $211,565 for the year ended December 31, 1998.  The
   reimbursement consists of the following:
   
Registration and filings	 $63,267  	
Postage and printing		  73,444  	
Legal and accounting		  65,114  	
Insurance - Bond		  4,348  	
Other		 		 5,392  	
			
Total		 		 $211,565  	
	
   Certain affiliated persons held in the aggregate 45,171 shares
   with a net asset value of $1,700,688 in the Fund at December 31,
   1998.  In addition, the Muhlenkamp & Co., Inc. Pension & Trust
   Fund held 31,174 shares with a net asset value of $1,173,710 at
   December 31, 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 years ended December 31, 1998 and 1997
   were as follows:
   
<TABLE>					    <C>			 <C>                 <C>
				1998						1997					
				Shares	Amount					Shares	Amount				
									
Shares outstanding,									
  beginning of year	  	3,432,778  	  $90,857,672  		  1,527,718  	  $28,155,079  				
Shares sold	  		3,066,602  	  120,046,072  		  2,311,675  	  76,279,489  				
Shares issued to shareholders 									
 in reinvestment of dividend	  10,376  	  381,937  		  11,928  	  419,401  				
Shares redeemed	  		(1,330,989) 	  (49,662,383) 		  (418,543) 	  (13,996,297) 				
	      	      		      	      				
Shares outstanding, 									
  end of year	  		5,178,767  	  $161,623,298  	  3,432,778  	  $90,857,672  				
									
									
</TABLE>	
5. CAPITAL LOSS CARRYFORWARD
   
   As of December 31, 1998, the Fund had available for federal
   income tax purposes a capital loss carryforward of $231,979
   which expires as follows:
   
December 31, 2004		  $127,614  
December 31, 2006		  104,365  


    
   
   
6. COVERED CALL OPTIONS
   
   As of December 31, 1998, portfolio securities valued at
   $4,658,750 were segregated by the custodian in connection with
   covered call options written by the Fund.
   
   The Funds activity in written options for the year ended
   December 31, 1998 was as follows:
   
					Number							
					of	        Premiums						
					Contracts	Received						
								
Options outstanding at beginning of year	  -       	  $-       						
   			Options sold	  1,800  	  693,327  						
Options expired prior to exercise	  (500) 	  (142,245) 						
								
Options outstanding at end of period	  1,300  	  $551,082  						
								
    
    
7. INVESTMENT TRANSACTIONS
   
   Purchases and sales of investment securities, excluding short-
   term securities, were $108,515,915 and $45,924,542,
   respectively, in 1998.
   
   The components of the net unrealized appreciation in the value
   of the investments held at December 31, 1998 for both financial
   reporting and tax purposes are as follows:
   

    Gross unrealized appreciation of investments 		  $45,607,818  	
    Gross unrealized depreciation of investments 		  (12,036,994) 	
			
    Net unrealized appreciation of investments		  $33,570,824  	
			
			



8. 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, 1997		  $(2,452) 	
Commission credits generated in 1998		  74,312  	
Commission credits utilized:		 	
  Auditor fees	  $(15,100) 		
  Transfer agent fees	  (40,567) 		
  Fund accounting	  (2,343) 		
		  (58,010) 	
		 	
Balance, December 31, 1998		  $(13,850) 	
		 	
  


   Annual fund operating expenses, as a percentage of average net
   assets, were 1.36% without the commission credits.  Utilizing
   commission credits, operating expenses as a percentage of
   average net assets were 1.32%.
   
                            * * * * * *






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