NICHOLAS MONEY MARKET FUND INC, 485BPOS, 1997-04-29

NICHOLAS MONEY MARKET FUND INC
485BPOS, 1997-04-29

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April 29, 1997

VIA EDGAR TRANSMISSION

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

Re: Nicholas Money Market Fund, Inc. (the Fund")
SEC File No. 33-21561
Post-Effective Amendment No. 9
Registration Statement on Form N-1A

Gentlemen:

In connection with the amendment by the Fund of its
registration statement on Form N-1A under Section 8 of the
Investment Company Act of 1940, as amended, and pursuant to the
provisions of Rule 472 and Rule 485 under the Securities Act of
1933, as amended, and pursuant to Regulation S-T relating to
electronic filings, we enclose for filing Post-Effective
Amendment No. 9 to the Registration Statement, including exhibits
relating thereto, marked to show changes effected by the
Amendment.

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

Very truly yours,

MICHAEL BEST & FRIEDRICH

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

As filed with the Securities and Exchange Commission on April 29, 1997

File No. 33-21561

FORM N-1A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 9

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 9

NICHOLAS MONEY MARKET FUND, INC.
--------------------------------

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

700 North Water Street, Milwaukee, Wisconsin 53202
---------------------------------------------------

(Address of Principal Executive Offices)

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

Albert O. Nicholas, President
Nicholas Money Market Fund, Inc.
700 North Water Street
Milwaukee, Wisconsin 53202

Copy to:
Kate M. Fleming
Michael Best & Friedrich
100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
--------------------------
(Name and Address of Agent for Service)

It is proposed that the filing will become effective:

X immediately upon filing pursuant to paragraph (b)
on _________ pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)
on _________ pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
on _________ pursuant to paragraph (a)(2) of Rule 485

Pursuant to Rule 24f-2, the Registrant hereby registers an
indefinite amount of securities. On February 26, 1997,
Registrant filed the necessary Rule 24f-2 Notice and filing fee
with the Commission for its fiscal year ended December 31, 1996.

NICHOLAS MONEY MARKET FUND, INC.
CROSS-REFERENCE SHEET
(As required by Rule 481(a))

Part A. Information Required in Prospectus Heading
_______ __________________________________ _______

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

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

Item 10. Cover Page............................ Cover Page
Item 11. Table of Contents..................... Table of Contents
Item 12. General Information and History....... Introduction
Item 13. Investment Objectives and Policies.... Investment Objectives and
Policies; Investment
Restrictions
Item 14. Management of the Registrant.......... Investment Adviser;
Management - Directors and
Executive Officers of the
Fund
Item 15. Control Persons and Principal Holders
of Securities......................... Principal Shareholders

Item 16. Investment Advisory and Other
Services.............................. Investment Adviser;
Custodian and Transfer
Agent; Independent
Accountants and Legal
Counsel
Item 17. Brokerage Allocation.................. Brokerage

CROSS-REFERENCE SHEET
(Continued)
Item 18. Capital Stock and Other Securities.... Transfer of Capital
Stock; Income Dividends
and Federal
Tax Status; Capital
Structure; Uncertified
Shares; Shareholder
Reports; Annual Meeting
Item 19. Purchase, Redemption and Pricing of Purchase of Capital
Securities Being Offered Stock; Redemption of
Capital Stock; Exchange
Between Funds; Transfer
of Capital Stock;
Determination of Net
Asset Value and Use of
Amortized Cost Method of
Valuation; Dividend
Reinvestment Plan
Individual Retirement
Account; Master Retirement
Plan
Item 20. Tax Status............................ Income; Dividends,
and Federal Tax Status
Item 21. Underwriters.......................... N/A
Item 22. Calculations of Performance Data...... Performance Data
Item 23. Financial Statements.................. Financial Information

Part C. Other Information
_______ _________________

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

Nicholas Money Market Fund, Inc.

Form N-1A
---------

PART A: PROSPECTUS

NICHOLAS MONEY MARKET FUND, INC.
PROSPECTUS

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

Nicholas Money Market Fund, Inc. (the "Fund") is an open-end
management investment company whose primary investment objective
is to achieve as high a level of current income as is consistent
with preserving capital and providing liquidity.

NO-LOAD FUND - NO SALES CHARGE

Investment Adviser
NICHOLAS COMPANY, INC.

Minimum Initial Investment - $2,000

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

This Prospectus sets forth concisely the information about
the Fund that a prospective investor should know before
investing. Additional information about the Fund has been filed
with the Securities and Exchange Commission in the form of a
Statement of Additional Information, dated April 30, 1997. Upon
request to the Fund at the address and telephone number set forth
above, the Fund will provide copies of the Statement of
Additional Information without charge to each person to whom a
Prospectus is delivered.

AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND
WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE.

April 30, 1997

INVESTORS SHOULD READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
TABLE OF CONTENTS

Page

INTRODUCTION............................................. 1
CONSOLIDATED DISCLOSURE OF FUND FEES AND EXPENSES........ 1
FINANCIAL HIGHLIGHTS..................................... 2
PERFORMANCE DATA......................................... 3
INVESTMENT OBJECTIVES AND POLICIES....................... 3
INVESTMENT RESTRICTIONS.................................. 5
INVESTMENT ADVISER....................................... 6
PURCHASE OF CAPITAL STOCK................................ 7
REDEMPTION OF CAPITAL STOCK.............................. 8
EXCHANGE BETWEEN FUNDS................................... 10
TRANSFER OF CAPITAL STOCK................................ 11
DETERMINATION OF NET ASSET VALUE AND USE OF
AMORTIZED COST METHOD OF VALUATION..................... 11
DIVIDENDS AND FEDERAL TAX STATUS......................... 11
INDIVIDUAL RETIREMENT ACCOUNT............................ 12
MASTER RETIREMENT PLAN................................... 12
CAPITAL STRUCTURE........................................ 13
SHAREHOLDER REPORTS...................................... 13
ANNUAL MEETING........................................... 13
CUSTODIAN AND TRANSFER AGENT............................. 13
INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL................ 13

APPENDIX A:
Description of Commercial Paper and Bond Ratings A-1

No person has been authorized to give any information or to
make any representations other than those contained in this
Prospectus and the Statement of Additional Information dated
April 30, 1997 and, if given or made, such information or
representations may not be relied upon as having been authorized
by Nicholas Money Market Fund, Inc. This Prospectus does not
constitute an offer to sell securities in any state or
jurisdiction in which such offering may not lawfully be made.
The delivery of this Prospectus at any time shall not imply that
there has been no change in the affairs of Nicholas Money Market
Fund, Inc. since the date hereof.

INTRODUCTION

Nicholas Money Market Fund, Inc. (the "Fund") was
incorporated under the laws of Maryland on April 15, 1988. The
Fund is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended.
As an open-end investment company, it obtains its assets by
continuously selling shares of its Common Stock, $.0001 par value
per share, to the public. Since higher yielding money market
instruments are often available only in large denominations, the
Fund provides a way for investors to take advantage of these
higher yields that may be beyond the reach of an individual
investor. As an open-end investment company, the Fund will
redeem any of its outstanding shares on demand by the owner at
their net asset value next determined following receipt of the
redemption request. The investment adviser to the Fund is
Nicholas Company, Inc. (the "Adviser").

CONSOLIDATED DISCLOSURE OF FUND FEES AND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)................. None

Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)................. None

Deferred Sales Load (as a percentage of original
purchase price or redemption proceeds, as applicable) None

Redemption Fees (as a percentage of redemption
proceeds, if applicable)(1)......................... None

Exchange Fee(2)....................................... None

ANNUAL FUND OPERATING EXPENSES(3)
(as a percentage of average net assets)

Management Fees....................................... 0.30%

12b-1 Fees............................................ None

Other Expenses........................................ 0.22%

Total Fund Operating Expenses......................... 0.52%

- -----------------

(1) There is a fee of up to $12.00 for federal fund wire
redemptions.

(2) There is a $5.00 fee for telephone exchanges only.

(3) Annual Fund Operating Expenses are based on expenses incurred
for the fiscal year ended December 31, 1996.

EXAMPLE

1 Year 3 Years 5 Years 10 Years
A shareholder would pay
the following expenses on
a $1,000 investment, assuming:
(1) 5% annual return and
(2) redemption at the end of
each time period................ $5 $17 $29 $65

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

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

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)

The following Financial Highlights of the Fund for the eight
years ended December 31, 1996, and for the period from July 1,
1988 (date of initial public offering) through December 31, 1988,
have been examined by Arthur Andersen LLP, independent public
accountants, whose report thereon is included in the Fund's
Annual Report for the fiscal year ended December 31, 1996. The
Financial Highlights should be read in conjunction with the
financial statements and related notes included in the Fund's
Annual Report which is incorporated herein by reference.

<TABLE>
YEAR ENDED DECEMBER 31,
-------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988*
---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF YEAR......... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
INCOME FROM NVESTMENT
OPERATIONS:
Net investment income... .050 .055 .038 .027 .033 .056 .078 .086 .038
LESS DISTRIBUTIONS:
Dividends (from net
investment income)...... (.050) (.055) (.038) (.027) (.033) (.056) (.078) (.086) (.038)
______ ______ ______ ______ ______ ______ ______ ______ ______
NET ASSET VALUE,
END OF YEAR............... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
______ ______ ______ ______ ______ ______ ______ ______ ______
______ ______ ______ ______ ______ ______ ______ ______ ______

TOTAL RETURN.............. 5.14% 5.64% 3.90% 2.71% 3.32% 5.75% 8.08% 8.97% 3.87%***

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year
(millions)................ $119.1 $111.8 $118.1 $122.5 $138.7 $147.0 $143.9 $90.0 $29.0
Ratio of expenses to
average net assets........ .52% .51% .53% .54% .54% .52% .53% .72% .73%**
Ratio of net investment
income to average net
assets.................... 5.02% 5.50% 3.83% 2.67% 3.30% 5.61% 7.84% 8.60% 7.57%**
</TABLE>
- -----------------------
* For the period from July 1, 1988 (date of initial public offering)
through December 31, 1988.
** Annualized.
*** Not Annualized

PERFORMANCE DATA

From time to time the Fund may advertise its current yield,
usually for a seven or 30-day period. The yield will be
calculated using a standard method prescribed by rules of the
Securities and Exchange Commission. Under that method, the
Fund's net investment income per share is divided by the price
per share (expected to remain constant at $1.00) and the result
is divided by seven or 30, depending on the base period
advertised, and multiplied by 365. The Fund also may quote the
effective yield in its advertisements and sales materials.
Effective yield is determined by taking the "base period return,"
computed by dividing the net investment income per share by the
price per share during the period (expected to remain constant at
$1.00), and calculating the effect of compounding. The Fund's
current yield and effective yield will be based on historical
earnings and are not intended to indicate future performance.
These yields may be compared to those of other money market funds
and to other relevant indices or rankings prepared by independent
services. Further information concerning yield calculations is
contained in the Statement of Additional Information.

In sales materials, reports and other communications to
shareholders, the Fund may compare its performance to certain
indices. The Fund also may include evaluations of the Fund
published by nationally recognized financial publications and
ranking services, such as Forbes, Money, Financial World, Lipper
Analytical Services Mutual Fund Performance Analysis and
Morningstar Mutual Funds.

INVESTMENT OBJECTIVES AND POLICIES

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

The Fund's primary investment objective is to achieve as
high a level of current income as is consistent with preserving
capital and providing liquidity. There are market risks inherent
in any investment and there can be no assurance the objective of
the Fund will be realized. The Fund also will attempt to
maintain a stable net asset value of $1.00 per share, but there
can be no assurance that the net asset value per share will not
vary. The Fund invests only in short-term instruments (maturing
in 397 days or less) and primarily invests in:

1. Government Securities, as defined in the Investment Company
Act of 1940, as amended. Some Government Securities, such
as obligations of the U.S. Treasury, are backed by the full
faith and credit of the United States. Some are supported
by the discretionary authority of the U.S. Government to
purchase the issuer's obligations (e.g., FNMA obligations),
some by the right of the issuer to borrow from the U.S.
Government (e.g., obligations of Federal Home Loan Banks),
while still others are supported only by the credit of the
issuer itself (e.g., obligations of the Student Loan
Marketing Association).

2. Obligations (including certificates of deposit and bankers
acceptances) of: (a) banks or savings and loan associations
subject to regulation by the U.S. Government (including
foreign branches of such banks), generally limited to
institutions with a net worth of at least $100,000,000 or
other banks and savings and loans if the principal amount of
such certificates of deposit are insured by the Federal
Deposit Insurance Corporation, or (b) U.S. branches of
foreign banks, limited to institutions having total assets
of not less than $1 billion or its equivalent.

Certificates of deposit are certificates issued against
funds deposited in a bank (including eligible foreign
branches of U.S. banks), are for a definite period of time,
earn a specified rate of return, and normally are
negotiable.

Bankers' acceptances are short-term credit instruments used
to finance the import, export, transfer or storage of goods.
They are termed "accepted" when a bank guarantees their
payment at maturity.

3. Commercial Paper maturing within 397 days from the date of
purchase rated A-2 or better by Standard & Poor's
Corporation ("S&P") or P-2 or better by Moody's Investors
Service, Inc.("Moody's"), or the equivalent by any of the
nationally recognized statistical rating organizations, as
defined in Section 270.2a-7 of the Code of Federal
Regulations ("NRSROs"), or if not rated, is issued or
guaranteed as to payment of principal and interest by
companies which at the date of investment have an
outstanding debt issue rated AA or better by S&P or Aa or
better by Moody's or the equivalent by any NRSRO or
determined by the Board of Directors to be of comparable
quality.

The Fund may invest in commercial paper and other short-term
corporate obligations which are issued in private placements
pursuant to Section 4(2) of the Securities Act of 1933, as
amended (the "Act"), including securities eligible for
resale under Rule 144A. Such securities are not registered
for purchase and sale by the public under the Act, and there
may be a risk of little or no market for resale associated
with such securities if the Fund does not hold them to
maturity. The determination of the liquidity of these
securities is a question of fact for the Board of Directors
to determine, based upon the trading markets for the
specific security, the availability of reliable price
information and other relevant information. In addition, to
the extent that qualified institutional buyers do not
purchase restricted securities pursuant to Rule 144A, the
Fund's investing in such securities may have the effect of
increasing the level of illiquidity in the Fund's portfolio.

Commercial paper refers to promissory notes issued by
corporations in order to finance their short-term credit
needs.

4. Variable master demand notes rated A-2 or better by S&P or
P-2 or better by Moody's or the equivalent by any NRSRO; if
not rated, either (a) issued by companies which at the date
of investment have an outstanding debt issue rated AA or
better by S&P or Aa or better by Moody's, or (b) believed by
the Board of Directors to be of comparable quality.

Variable master demand notes are unsecured instruments which
provide for periodic adjustments in the interest rate. The
Fund may demand payment of principal and accrued interest at
any time.

5. Other debt instruments issued by corporations maturing
within 397 days from the date of purchase and at such date
are rated at least AA by S&P or Aa by Moody's.

6. Repurchase agreements involving the securities listed above.

A repurchase agreement occurs when, at the time the Fund
purchases an interest-bearing obligation, the seller (a bank
or a broker-dealer) agrees to repurchase it on a specified
date in the future at an agreed-upon price. The repurchase
price reflects an agreed-upon interest rate during the time
the Fund's money is invested in the security. The Fund's
risk is the ability of the seller to pay the agreed-upon
price on the delivery date. In the opinion of the Adviser,
the risk is minimal because the security purchased
constitutes security for the repurchase obligation, and
repurchase agreements can be considered as loans
collateralized by the security purchased. The Fund will
determine the market value of the collateral on a daily
basis and will require the seller to provide additional
collateral if the market value of the securities falls below
the repurchase price at any time during the term of the
repurchase agreement. However, the Fund may incur costs in
disposing of the collateral, which would reduce the amount
realized thereon. If the seller seeks relief under the
bankruptcy laws, the Fund could experience both delays in
liquidating the underlying securities and losses, including:
(a) possible decline in the value of the underlying security
during the period while the Fund seeks to enforce its rights
thereto; (b) possible subnormal levels of income and lack of
access to income during this period; and (c) expenses of
enforcing its rights. The Fund has an operating policy that
it will not enter into repurchase agreements which will not
mature within seven days if any such investment, together
with all other assets held by the Fund which are illiquid,
amounts to more than 10% of its total net assets.

Investments in obligations of a foreign branch of a U.S.
bank and in U.S. branches of a foreign bank may subject the Fund
to additional investment risks. These risks may include
international and political developments, foreign government
restrictions, foreign withholding taxes or possible seizure or
nationalization of foreign deposits. In addition, foreign
branches of domestic banks and foreign banks are not necessarily
subject to the same regulatory requirements that apply to
domestic banks, such as reserve requirements, loan limitations,
examinations, accounting and record keeping.

The Fund may invest in the securities of real estate
investment trusts and other real estate-based securities,
including securities of companies whose assets consist
substantially of real property and interests therein, listed on a
national securities exchange or authorized for quotation on the
National Association of Securities Dealers Automated Quotations
System, but such investments are subject to certain investment
limitations.

INVESTMENT RESTRICTIONS

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

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

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

(b) investment in repurchase agreements in an amount
not to exceed 20% of the total net assets of the
Fund; provided, however, that repurchase
agreements maturing in more than seven days will
not constitute more than 10% of the value of the
total net assets; and

(c) the purchase of a portion of bonds, debentures or
other debt securities of types commonly
distributed in private placements to financial
institutions, such illiquid amount not to exceed
10% of the value of total net assets of the Fund,
provided that all illiquid securities will not
exceed 10% of the value of the Fund's total net
assets.

2. The Fund may make bank borrowings but only for temporary or
emergency purposes and then only in amounts not in excess of
5% of the lower of cost or market value of the Fund's total
net assets.

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

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

5. The Fund may not purchase the securities of any one issuer,
except securities issued or guaranteed by the United States,
or its instrumentalities or agencies, if immediately after
and as a result of such purchase the value of the holdings
of the Fund in the securities of such issuer exceeds 5% of
the value of the Fund's total assets.

6. Not more than 25% of the value of the Fund's total net
assets will be concentrated in companies of any one industry
or group of related industries. This restriction does not
apply to Government Securities or to obligations (including
certificates of deposit and bankers acceptances) of banks or
savings and loan associations subject to regulation by the
U.S. Government.

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

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

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

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

INVESTMENT ADVISER

Under an investment advisory agreement dated April 25, 1988,
Nicholas Company, Inc. (the "Adviser"), 700 North Water Street,
Suite 1010, Milwaukee, Wisconsin, 53202, furnishes the Fund with
continuous investment service and is responsible for overall
management of the Fund's business affairs subject to supervision
of the Fund's Board of Directors. Nicholas Company, Inc. is the
investment adviser to five other mutual funds, which, like the
Fund, are sold without sales charge, and to approximately 35
institutions and individuals with substantial investment
portfolios. The other funds for which Nicholas Company, Inc.
acts as investment adviser are: Nicholas Fund, Inc., Nicholas
Income Fund, Inc., Nicholas II, Inc., Nicholas Limited Edition,
Inc. and Nicholas Equity Income Fund, Inc.

The annual fee paid to the Adviser is paid monthly and is
based on the average net asset value of the Fund, as determined
by valuations made at the close of each business day of the
month. The annual fee is three-tenths of one percent (0.3 of 1%)
of the average net asset value of the Fund. The Adviser has
agreed to reduce such management fee by any operating expenses
(other than the management fee) incurred by the Fund in excess of
1/2 of 1% of average daily net assets. The Adviser may, at its
discretion, reduce the management fee. Such optional
reimbursement by the Adviser of operating expenses previously
incurred by the Fund will serve to temporarily enhance yield.
Any required reimbursement will be made on a monthly basis as a
reduction of the management fee payable to the Adviser for that
month. Any optional reimbursement will be made at a time
determined by the Adviser.

Albert O. Nicholas is President and a Director of the Fund
and President and a Director of the Adviser. Mr. Nicholas owns
91% of the outstanding voting securities of the Adviser.

PURCHASE OF CAPITAL STOCK

Applications for the purchase of shares are made to Nicholas
Money Market Fund, Inc., c/o Firstar Trust Company, P.0. Box
2944, Milwaukee, Wisconsin 53201-2944. The Board of Directors
has established $2,000 as the minimum initial purchase and $100
as the minimum for any subsequent purchase, except in the case of
dividend reinvestment or purchase through the Automatic
Investment Plan. Management reserves the right to waive the
minimums for custodial accounts. Purchase of shares will be made
in full and fractional shares computed to two decimal places.
Due to the fixed expenses incurred by the Fund in maintaining
individual accounts, the Fund reserves the right to redeem
accounts that fall below the $2,000 minimum required investment
due to shareholder redemption. In order to exercise this right,
the Fund will give advance written notice of at least 30 days to
the accounts below such minimum.

The price per share, which is expected by management to
remain constant at $1.00 per share, will be the net asset value
next computed after the time the order is received in proper form
and accepted by the Fund. The net asset value for a particular
day is applicable to all orders for the purchase of shares
received at or before the close of trading on the New York Stock
Exchange ("Exchange") on that day (usually 4:00 p.m. New York
time). Applications for purchase of shares received after the
close of trading on the Exchange will be based on the net asset
value as determined as of the close of trading on the next day
the Exchange is open. Generally, shares of the Fund will not be
purchased on days when the Federal Reserve Banks are closed.

The Fund's transfer agent, Firstar Trust Company, will
credit the shareholder's account with the number of shares
purchased. Written confirmations are issued for all purchases of
Fund shares. Certificates representing Fund shares purchased
will not be issued.

PURCHASE BY MAIL:

To open an account by mail, simply complete an application
and together with a check made payable to Nicholas Money Market
Fund, Inc., mail to Firstar Trust Company, P.O. Box 2944,
Milwaukee, Wisconsin 53201-2944.

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

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

PURCHASE BY FEDERAL WIRE TRANSFER:

To purchase additional shares of the Fund by federal wire
transfer, please send to:

FIRSTAR BANK MILWAUKEE, N.A.
ABA #0750-00022
TRUST FUNDS, ACCOUNT #112-952-137
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
CREDIT TO NICHOLAS MONEY MARKET FUND, INC.
[YOUR ACCOUNT NUMBER AND THE TITLE OF THE ACCOUNT]

If a wire purchase is to be an initial purchase, please call
Firstar Trust Company (414-276-0535 or 800-544-6547) with the
appropriate account information prior to sending the wire to
insure proper credit. Funds received after the close of the
Exchange will be valued at the net asset value next determined by
the Fund.

PURCHASE BY AUTOMATIC INVESTMENT PLAN:

If you wish to invest $50 or more with the Fund at regular
intervals, consider using our Automatic Investment Plan. To use
this service, you authorize Firstar Trust Company to draw a check
on your bank checking account. No service fee is charged to
shareholders for participation in the Automatic Investment Plan.
Forms to initiate this service can be obtained by calling the
Nicholas Company, Inc.

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

REDEMPTION OF CAPITAL STOCK

A shareholder may require the Fund at any time during normal
business hours to redeem his/her shares in whole or in part. If
in writing, redemption requests must be signed by each
shareholder, in the exact manner as the Fund account is
registered, and must state the amount of redemption and identify
the shareholder account number. All redemptions will be
processed at the net asset value next determined after receipt of
the request. The Fund will return redemption requests that
contain restrictions as to the time or date redemptions are to be
effected. If any portion of the shares to be redeemed represents
an investment made by personal or certified check, the Fund
reserves the right to hold a payment up to 15 days or until
satisfied that investments made by check have been collected, at
which time the redemption request will be processed and payment
made. A shareholder who anticipates the need for immediate
access to their investment should purchase shares by wiring
Federal funds.

REDEMPTION BY MAIL

Redemption can be accomplished by delivering an original
signed written request for redemption addressed to Nicholas Money
Market Fund, Inc., c/o Firstar Trust Company, P.O. Box 2944,
Milwaukee, Wisconsin 53201-2944. Facsimile transmission of
redemption requests is not acceptable. If the account
registration is individual, joint tenants, sole proprietorship,
custodial (Uniform Gift to Minors Act), or general partners, the
written request must be signed exactly as the account is
registered. If the account is owned jointly, both owners must
sign.

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

If there is doubt as to what documents or instructions are
necessary in order to redeem shares, please write or call Firstar
Trust Company (414-276-0535 or 800-544-6547) prior to submitting
the redemption request. A redemption request will not become
effective until all documents have been received in proper form
by Firstar Trust Company.

Redemption cannot be accomplished by telegraphing or faxing
the Fund or Firstar Trust Company. The redemption price is the
net asset value next computed after the time of receipt by
Firstar Trust Company of the written request in the proper form
set forth above.

Shareholders who have an individual retirement account
("IRA"), a master retirement plan or another retirement plan must
indicate on their written redemption requests whether or not to
withhold Federal income tax. They must elect not to have Federal
income tax withheld; otherwise, the redemption will be subject to
withholding. Please consult your current Disclosure Statement
for any applicable fees.

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

REDEMPTION BY TELEPHONE

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

The Fund reserves the right to refuse a telephone redemption
if it is believed advisable to do so. Procedures for redeeming
Fund shares by telephone may be modified or terminated at any
time by the Fund or Firstar Trust Company. Neither the Fund nor
Firstar Trust Company will be liable for following instructions
communicated by telephone that it reasonably believes to be
genuine.

All redemptions will be processed immediately upon receipt.
Share redemption orders are effected at the net asset value next
determined after receipt of the order in proper form by the Fund.
The Fund will return redemption requests that contain
restrictions as to the time or date redemptions are to be
effected. The Fund ordinarily will make payment for redeemed
shares within seven days after receipt of a request in proper
form, except as provided by the rules of the Securities and
Exchange Commission. Redemption proceeds to be wired normally
will be wired on the next business day after a net asset value is
determined. Firstar Trust Company charges a wire redemption fee
of up to $12.00. The Fund reserves the right to hold payment up
to 15 days or until satisfied that investments made by check have
been collected. During the period prior to the time the shares
are redeemed, dividends on such shares will accrue and be
payable, and an investor will be entitled to exercise all other
rights of beneficial ownership.

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

SIGNATURE GUARANTEES

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

EXCHANGE BETWEEN FUNDS

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

This exchange privilege is available only in states where
shares of the fund being acquired may legally be sold, and the
privilege may be terminated or modified only upon 60 days'
advance notice to shareholders; however, procedures for
exchanging Fund shares by telephone may be modified or terminated
at any time by the Fund or Firstar Trust Company. Shareholders
are reminded that Nicholas Limited Edition, Inc. is restricted in
size to ten million shares and the exchange privilege into that
fund may be terminated or modified at a time when that maximum is
reached.

Shares of the Fund may be exchanged for shares of other
investment companies for which Nicholas Company, Inc. serves as
the investment adviser and which permit such exchanges. Nicholas
Company, Inc. is also the investment adviser to Nicholas Fund,
Inc., Nicholas II, Inc., Nicholas Limited Edition, Inc., Nicholas
Income Fund, Inc., and Nicholas Equity Income Fund, Inc.
Nicholas Fund, Inc. has an investment objective of capital
appreciation. Nicholas II, Inc. and Nicholas Limited Edition,
Inc. have long-term growth as their investment objective.
Nicholas Income Fund, Inc.'s investment objective is to seek high
current income. Nicholas Equity Income Fund, Inc. has an
investment objective of reasonable income, with moderate long-
term growth as a secondary consideration. Exchange of shares can
be accomplished in the following ways:

EXCHANGE BY MAIL

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

EXCHANGE BY TELEPHONE

Shareholders may exchange by telephone among all funds for
which the Nicholas Company, Inc. serves as investment
adviser. Only exchanges of $1,000 or more may be executed
using the telephone exchange privilege. Firstar Trust
Company charges a $5.00 fee for each telephone exchange. In
an effort to avoid the risks often associated with large
market timers, the maximum telephone exchange per account
per day is set at $100,000 with a maximum of $1,000,000 per
day per related accounts. Four telephone exchanges during
any twelve month period, per account will be allowed.

Procedures for exchanging Fund shares by telephone may be
modified or terminated at any time by the Fund or Firstar
Trust Company. Neither the Fund nor Firstar Trust Company
will be responsible for the authenticity of exchange
instructions received by telephone. Telephone exchanges can
ONLY be made by calling Firstar Trust Company at (414) 276-
0535 or 800-544-6547. In addition to account registration,
you will be required to provide pertinent information
regarding your account. Calls will be recorded.

TRANSFER OF CAPITAL STOCK

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

DETERMINATION OF NET ASSET VALUE
AND USE OF AMORTIZED COST METHOD OF VALUATION

The net asset value of a share of the Fund is determined by
dividing the total value of the net assets of the Fund by the
total number of shares outstanding at that time. The net asset
value of the shares is expected by management to remain constant
at $1.00 per share. Net assets of the Fund are determined by
deducting the liabilities of the Fund from total assets. The net
asset value is determined as of the close of trading on the New
York Stock Exchange on each day the Exchange is open for
unrestricted trading and when the Federal Reserve Banks are open
for business.

Portfolio securities are valued on an amortized cost basis,
whereby a security is initially valued at its acquisition cost.
Thereafter, a constant straight-line amortization is assumed each
day regardless of the impact of fluctuating interest rates.

Pursuant to Section 270.2a-7 of the Code of Federal
Regulations, the Board of Directors has established procedures
designed to stabilize the net asset value per share at $1.00.
Under most conditions, management believes this will be possible,
but there can be no assurance they can do so on a continuous
basis. In connection with its use of the amortized cost method
of valuation and in order to hold itself out as a "money market"
fund, the Fund will comply with the applicable provisions of
Section 270.2a-7, and in particular, will comply with the
following: (i) the Fund will maintain a dollar-weighted average
portfolio maturity appropriate to its objective of maintaining a
stable net asset value per share and specifically will limit the
dollar weighted average portfolio maturity of the Fund to not
more than 90 days and the remaining maturity of each portfolio
security to not more than 397 days (with certain exceptions
permitted by the rules of the Commission); (ii) the Fund will
limit its portfolio investments to those instruments its Board of
Directors determines present minimal credit risks, and are
otherwise in accordance with the Fund's investment objectives and
restrictions; and (iii) the Fund will adhere to the portfolio
diversification requirements set forth in Section 270.2a-7.
Calculations are done periodically to compare the value of the
Fund's portfolio at amortized cost versus current market values.
In the event the per share net asset value should deviate from
$1.00 by 1/2 of 1% or more, the Board of Directors will promptly
consider what action, if any, should be taken.

DIVIDENDS AND FEDERAL TAX STATUS

The Fund intends to continue to qualify annually as a
"regulated investment company" under the Internal Revenue Code of
1986 and intends to take all other action required to insure that
little or no Federal income or excise taxes will be payable by
the Fund. As a result, the Fund generally will seek to
distribute annually to its shareholders substantially all of its
net investment income and net realized capital gain (after
utilization of any available capital loss carryovers).

The net investment income increased or reduced by realized
gains or losses, if any, for each day is declared as a dividend
to shareholders of record. Shares purchased will begin earning
dividends on the day following the day the purchase order is
confirmed. Shares redeemed will earn dividends through the date
of the redemption order. Unless otherwise requested, dividends
will be reinvested automatically in additional Fund shares on the
last business day of each month. If you request in writing that
your dividends be paid in cash, the Fund will issue a check
within five business days of the reinvestment date. If all of
your shares are redeemed during a month, dividends credited to
your account from the beginning of the dividend period through
the time of redemption will be paid with the redemption proceeds.

A statement of all calendar year-to-date transactions,
including shares accumulated from dividends and capital gain
distributions, is mailed to each shareholder quarterly.
Information as to each shareholder's tax status is given
annually.

For Federal income tax purposes, distributions from the
Fund, whether received in cash or invested in additional shares
of the Fund, will be taxable to the Fund's shareholders, except
those shareholders who are not subject to tax on their income.
Distributions paid from the Fund's net investment income are
taxable to shareholders as ordinary income. The Fund does not
intend to generate capital gains. Because the investment income
of the Fund will be derived from interest rather than dividends,
no portion of such dividends will qualify for the dividends
received deduction for corporations.

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

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

INDIVIDUAL RETIREMENT ACCOUNT

Individuals may be able to establish their own tax-sheltered
Individual Retirement Account ("IRA"). The Fund offers a
prototype IRA Plan for adoption by individuals who qualify for
spousal, deductible and non-deductible IRA accounts. As long as
the aggregate IRA contributions meet the Fund's minimum
investment requirement of $2,000, the Fund will accept any
allocation of such contribution between spousal, deductible and
non-deductible accounts. The acceptability of this calculation
is the sole responsibility of the shareholder. For this reason,
it is advisable for taxpayers to consult with their personal tax
adviser to determine the deductibility of their IRA
contributions.

A description of applicable service fees and application
forms are available upon request from the Fund. The IRA
documents also contain a disclosure statement which the IRS
requires to be furnished to individuals who are considering
adopting an IRA. As drastic changes occur from time to time in
IRA regulations, it is important you obtain up-to-date
information from the Fund before opening an IRA.

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

MASTER RETIREMENT PLAN

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

CAPITAL STRUCTURE

The Fund is authorized to issue three billion
(3,000,000,000) shares of Common Stock, par value $0.0001 per
share. Each full share has one vote and all shares participate
equally in dividends and other distributions by the Fund, and in
the residual assets of the Fund in the event of liquidation.
When issued, the shares are fully paid and non-assessable. There
are no conversion or sinking fund provisions applicable to
shares, and holders have no preemptive rights and may not
cumulate their votes in the election of directors. Shares are
redeemable and are transferable. Fractional shares entitle the
holder to the same rights as whole shares.

SHAREHOLDER REPORTS

Shareholders will be provided at least semiannually with a
report or a current prospectus showing the Fund's portfolio and
other information, including an annual report or current
prospectus containing financial statements audited by the Fund's
independent public accountants, Arthur Andersen LLP, for the
fiscal year ending December 31. Inquiries concerning the Fund
may be made by telephone at (414) 272-6133 or 800-227-5987, or by
writing to Nicholas Money Market Fund, Inc., 700 North Water
Street, Suite 1010, Milwaukee, Wisconsin 53202, Attention:
Corporate Secretary.

ANNUAL MEETING

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

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

CUSTODIAN AND TRANSFER AGENT

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

INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL

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

DESCRIPTION OF COMMERCIAL PAPER AND BOND RATINGS

COMMERCIAL PAPER RATINGS

1. Standard & Poor's Commercial Paper Ratings.

"A-1" and "A-2" are the two highest commercial paper
rating categories, and issuers rated in these categories
have the following characteristics: (1) liquidity ratios
are adequate to meet cash requirements; (2) the issuer has
access to at least two additional channels of borrowing;
(3) basic earnings and cash flow have an upward trend with
allowance made for unusual circumstances; (4) typically,
the issuer is in a strong position in a well-established
industry or industries; and (5) the reliability and quality
of management is unquestioned. Relative strength or
weakness of the above characteristics determine whether an
issuer's paper is rated "A-1" or "A-2".

2. Moody's Investors Service Commercial Paper Ratings.

"Prime-1" and "Prime-2" are the two highest commercial
paper rating categories. Moody's evaluates the salient
features that affect a commercial paper issuer's financial
and competitive position. The appraisal includes, but is
not limited to, the review of such factors as: (1) quality
of management; (2) industry strengths and risks; (3)
vulnerability to business cycles; (4) competitive position;
(5) liquidity measurements; (6) debt structures; and (7)
operating trends and access to capital markets. Different
degrees of weight are applied to the above factors as deemed
appropriate for individual situations.

CORPORATE BOND RATINGS

1. Standard and Poor's Corporate Bond Ratings.

AAA rated bonds are the highest grade obligations.
---
They possess the ultimate degree of protection as to
principal and interest. Marketwise, they move with interest
rates, and hence provide the maximum safety on all counts.

AA rated bonds also qualify as high-grade obligations,
--
and in the majority of instances differ from AAA issues only
in small degree. Here, too, prices move with the long-term
money market.

2. Moody's Corporate Bond Ratings.

Aaa rated bonds are judged to be of the best quality.
---
They carry the smallest degree of investment risk and are
generally referred to as "gilt edged." Interest payments
are protected by a large or by an exceptionally stable
margin and principal is secure. While the various
protective elements are likely to change, such changes as
can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa rated bonds are judged to be of high quality by all
--
standards. Together with the Aaa group they comprise what
are generally known as high-grade bonds. They are rated
lower than the best bonds because margins of protection may
not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may
be other elements present which make the long-term risk
appear somewhat larger than in Aaa securities.

PROSPECTUS

NICHOLAS MONEY MARKET FUND, INC.

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

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

Independent Public Accountants
ARTHUR ANDERSEN LLP
Milwaukee

Counsel
MICHAEL BEST & FRIEDRICH
Milwaukee

NICHOLAS MONEY MARKET FUND, INC.

700 North Water Street
Milwaukee, Wisconsin 53202
April 30, 1997

Nicholas Money Market Fund, Inc.

Form N-1A

NICHOLAS MONEY MARKET FUND, INC.

PART B - STATEMENT OF ADDITIONAL INFORMATION

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

This Statement of Additional Information, which is not a
prospectus, supplements and should be read in conjunction with
the current Prospectus of Nicholas Money Market Fund, Inc. (the
"Fund"), dated April 30, 1997, and the Fund's Annual Report for
the fiscal year ended December 31, 1996, which is incorporated
herein by reference, as they may be revised from time to time.
To obtain a copy of the Fund's Prospectus and Annual Report,
please write or call the Fund at the address and telephone number
set forth above.

NO LOAD FUND - NO SALES CHARGE

Investment Adviser

NICHOLAS COMPANY, INC.

April 30, 1997

TABLE OF CONTENTS

Page

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

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

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

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

MANAGEMENT - DIRECTORS AND EXECUTIVE OFFICERS OF THE FUND 7

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

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

REDEMPTION OF CAPITAL STOCK............................. 11

EXCHANGE BETWEEN FUNDS.................................. 13

TRANSFER OF CAPITAL STOCK............................... 14

DETERMINATION OF NET ASSET VALUE AND USE OF
AMORTIZED COST METHOD OF VALUATION.................... 14

INCOME, DIVIDENDS AND FEDERAL TAX STATUS................ 15

PERFORMANCE DATA........................................ 16

INDIVIDUAL RETIREMENT ACCOUNT........................... 16

MASTER RETIREMENT PLAN.................................. 16

DIVIDEND REINVESTMENT PLAN.............................. 16

BROKERAGE............................................... 17

CAPITAL STRUCTURE....................................... 17

UNCERTIFICATED SHARES................................... 17

SHAREHOLDER REPORTS..................................... 18

ANNUAL MEETING.......................................... 18

COMMUNICATIONS BETWEEN SHAREHOLDERS..................... 18

CUSTODIAN AND TRANSFER AGENT............................ 18

INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL............... 18

FINANCIAL INFORMATION................................... 18

INTRODUCTION

Nicholas Money Market Fund, Inc. (the "Fund") was
incorporated under the laws of Maryland on April 15, 1988. The
Fund is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended.
As an open-end investment company, it obtains its assets by
continuously selling shares of its Common Stock, $.0001 par
value, to the public. Since higher yielding money market
instruments are often available only in large denominations, the
Fund provides a way for investors to take advantage of these
higher yields that may be beyond the reach of an individual
investor. As an open-end investment company, the Fund will
redeem any of its outstanding shares on demand of the owner at
their net asset value next determined following receipt of the
redemption request. The investment adviser to the Fund is
Nicholas Company, Inc. (the "Adviser").

INVESTMENT OBJECTIVES AND POLICIES

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

1. Government Securities, as defined in the
Investment Company Act of 1940, as amended. Some
Government Securities, such as obligations of the U.S.
Treasury, are backed by the full faith and credit of
the United States. Some are supported by the
discretionary authority of the U.S. Government to
purchase the issuer's obligations (e.g., FNMA
obligations), some by the right of the issuer to borrow
from the U.S. Government (e.g., obligations of Federal
Home Loan Banks), while still others are supported only
by the credit of the issuer itself (e.g., obligations
of the Student Loan Marketing Association).

2. Obligations (including certificates of deposit and
bankers acceptances) of: (a) banks or savings and loan
associations subject to regulation by the U.S.
Government (including foreign branches of such banks),
limited to institutions with a net worth of at least
$100,000,000 or other banks and savings and loans if
the principal amount of such certificates of deposit is
insured by the Federal Deposit Insurance Corporation,
or (b) U.S. branches of foreign banks, limited to
institutions having total assets of not less than $1
billion or its equivalent.

Certificates of deposit are certificates issued
against funds deposited in a bank (including eligible
foreign branches of U.S. banks), are for a definite
period of time, earn a specified rate of return and
normally are negotiable.

Bankers' acceptances are short-term credit
instruments used to finance the import, export,
transfer or storage of goods. They are termed
"accepted" when a bank guarantees their payment at
maturity.

3. Commercial Paper maturing within 397 days from the
date of purchase rated A-2 or better by Standard &
Poor's Corporation ("S&P") or P-2 or better by Moody's
Investors Service, Inc. ("Moody's"), or the equivalent
by any of the nationally recognized statistical rating
organizations, as defined in Section 270.2a-7 of the
Code of Federal Regulations ("NRSROs"), or, if not
rated, is issued or guaranteed as to payment of
principal and interest by companies which at the date
of investment have an outstanding debt issue rated AA
or better by S&P or Aa or better by Moody's or the
equivalent by any NRSRO or believed by the Board of
Directors to be of comparable quality.

The Fund may invest in commercial paper and other
short-term corporate obligations which are issued in
private placements pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the "Act"),
including securities eligible for resale under Rule
144A. Such securities are not registered for purchase
and sale by the public under the Act, and there may be
a risk of little or no market for resale associated
with such securities if the Fund does not hold them to
maturity. The determination of the liquidity of these
securities is a question of fact for the Board of
Directors to determine, based upon the trading markets
for the specific security, the availability of reliable
price information and other relevant information. In
addition, to the extent that qualified institutional
buyers do not purchase restricted securities pursuant
to Rule 144A, the Fund's investing in such securities
may have the effect of increasing the level of
illiquidity in the Fund's portfolio.

Commercial paper refers to promissory notes issued
by corporations in order to finance their short-term
credit needs.

4. Variable master demand notes rated A-2 or better
by S&P and P-2 or better by Moody's or the equivalent
by any NRSRO; if not rated, either (a) issued by
companies which at the date of investment have an
outstanding debt issue rated AA or better by S&P or Aa
or better by Moody's, or (b) believed by the Board of
Directors to be of comparable quality.

Variable master demand notes are unsecured
instruments which provide for periodic adjustments in
the interest rate. The Fund may demand payment of
principal and accrued interest at any time.

5. Other debt instruments issued by corporations
maturing within 397 days from the date of purchase and
at such date are rated at least AA by S&P or Aa by
Moody's.

6. Repurchase agreements involving the securities
listed above.

A repurchase agreement occurs when, at the time
the Fund purchases an interest-bearing obligation, the
seller (a bank or a broker-dealer) agrees to repurchase
it on a specified date in the future at an agreed-upon
price. The repurchase price reflects an agreed-upon
interest rate during the time the Fund's money is
invested in the security. The Fund's risk is the
ability of the seller to pay the agreed-upon price on
the delivery date. In the opinion of the Adviser, the
risk is minimal because the security purchased
constitutes security for the repurchase obligation, and
repurchase agreements can be considered as loans
collateralized by the security purchased. The Fund
will determine the market value of the collateral on a
daily basis and will require the seller to provide
additional collateral if the market value of the
securities falls below the repurchase price at any time
during the term of the repurchase agreement. However,
the Fund may incur costs in disposing of the
collateral, which would reduce the amount realized
thereon. If the seller seeks relief under the
bankruptcy laws, the Fund could experience both delays
in liquidating the underlying securities and losses,
including: (a) possible decline in the value of the
underlying security during the period while the Fund
seeks to enforce its rights thereto; (b) possible
subnormal levels of income and lack of access to income
during this period; and (c) expenses of enforcing its
rights. The Fund has a fundamental policy that it will
not enter into repurchase agreements which will not
mature within seven days if any such investment,
together with all other assets held by the Fund which
are not readily marketable, amounts to more than 10% of
its total net assets.

The Fund also may invest in the securities of real estate
investment trusts and other real estate-based securities,
including securities of companies whose assets consist
substantially of real property and interests therein, listed on a
national securities exchange or authorized for quotation on the
National Association of Securities Dealers Automated Quotations
System, but subject to certain investment limits.

The Adviser uses its best judgment in selecting
investments, taking into consideration interest rates, terms and
marketability of obligations as well as the capitalization,
earnings, liquidity and other indicators of the financial
condition of the issuer in arriving at investment decisions. Due
to fluctuations in the interest rates, the market value of the
securities in the portfolio may vary during the period of the
shareholder's investment in the Fund. To minimize the effect of
changing rates on the net asset value of its shares, the Fund
intends to keep the dollar weighted average maturity of its
holdings to 90 days or less. See "Determination of Net Asset
Value and Use of Amortized Cost Method of Valuation."

INVESTMENT RESTRICTIONS

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

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

(b) investment in repurchase agreements in
an amount not to exceed 20% of the total net
assets of the Fund; provided, however, that
repurchase agreements maturing in more than seven
days will not constitute more than 10% of the
value of the total net assets; and

(c) the purchase of a portion of bonds,
debentures or other debt securities of types
commonly distributed in private placements to
financial institutions, such illiquid amount of
which is not to exceed 10% of the value of total
net assets of the Fund; provided, however, that
all illiquid securities will not exceed 10% of the
value of the Fund's total net assets.

2. The Fund may make bank borrowings but only for
temporary or emergency purposes and then only in
amounts not in excess of 5% of the lower of cost or
market value of the Fund's total net assets.

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

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

5. The Fund may not purchase the securities of any
one issuer, except securities issued or guaranteed by
the United States, or its instrumentalities or
agencies, if immediately after and as a result of such
purchase the value of the holdings of the Fund in the
securities of such issuer exceeds 5% of the value of
the Fund's total assets.

6. Not more than 25% of the value of the Fund's total
net assets will be concentrated in companies of any one
industry or group of related industries. This
restriction does not apply to Government Securities or
to obligations (including certificates of deposit and
bankers acceptances) of banks or savings and loan
associations subject to regulation by the U.S.
Government.

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

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

All percentage limitations apply on the date of investment
by the Fund. As a result, if a percentage restriction is adhered
to at the time of investment, a later increase in percentage
resulting from a change in market value of the investment or the
total assets of the Fund will not constitute a violation of that
restriction.

In addition to the foregoing restrictions, the Fund has
adopted the following restrictions which may be changed by the
Board of Directors of the Fund without shareholder approval. Any
such change would be made only upon advance notice to
shareholders.

1. The Fund will not acquire or retain any security
issued by a company if one or more directors or
shareholders or other affiliated persons of its
investment adviser beneficially own more than one-half
of one percent (.5 of 1%) of such company's stock or
other securities, and all of the foregoing persons
owning more than one-half of one percent (.5 of 1%)
together own more than 5% of such stock or security.

2. The Fund will not invest more than 5% of its total
assets in equity securities which are not readily
marketable and in securities of unseasoned companies
(i.e., companies which have a record of less than three
years' continuous operation, including the operation of
any predecessor business of a company which came into
existence as a result of a merger, consolidation,
reorganization or purchase of substantially all of the
assets of such predecessor business.)

3. The Fund will not invest in interests in oil, gas
or other mineral exploration programs.

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

5. The Fund will not purchase any securities which
would cause more than 2% of its total assets at the
time of such purchase to be invested in warrants which
are not listed on the New York Stock Exchange or the
American Stock Exchange, or would cause more than 5% of
its total assets to be invested in warrants whether or
not so listed, such warrants in each case to be valued
at the lesser of cost or market, but assigning no value
to warrants acquired by the Fund in units with or
attached to debt securities.

6. The Fund will not invest in securities of other
open-end management-type investment companies.

7. The Fund may not issue senior securities in
violation of the Investment Company Act of 1940, as
amended. The Fund may make borrowings but only for
temporary or emergency purposes and then only in
amounts not in excess of 5% of the lower of cost or
market value of the Fund's total net assets, and the
Fund may make borrowings from banks, provided that
immediately after any such borrowing all borrowings of
the Fund do not exceed one-third of the Fund's net
assets.

INVESTMENT ADVISER

Under an Investment Advisory Agreement dated as of April 25,
1988, Nicholas Company, Inc. (the "Adviser"), 700 North Water
Street, Suite 1010, Milwaukee, Wisconsin, furnishes the Fund with
continuous investment service and is responsible for overall
management of the Fund's business affairs, subject to supervision
of the Fund's Board of Directors. The Adviser is the investment
adviser to approximately 35 institutions and individuals with
substantial investment portfolios and to five mutual funds which
are sold without a sales charge. Nicholas Fund, Inc. has a
primary objective of capital appreciation. It had net assets of
$3,989,488,700 as of March 31, 1997. Nicholas II, Inc. had net
assets of $775,749,939 as of March 31, 1997. It has an
investment objective of long-term growth in which income is a
secondary consideration. Nicholas Income Fund, Inc. had net
assets of $199,257,523 as of March 31, 1997. Its investment
objective is high current income consistent with the preservation
and conservation of capital values. Nicholas Limited Edition,
Inc. has a primary objective of long-term growth in which income
is a secondary consideration. It had net assets of $226,852,547
as of March 31, 1997. Nicholas Equity Income Fund, Inc. had net
assets of $20,821,309 as of March 31, 1997. It has an investment
objective of reasonable income, with moderate long-term growth as
a secondary consideration.

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

The Adviser has undertaken to reimburse the Fund to the
extent that the aggregate annual operating expenses, including
the investment advisory fee, but excluding interest, taxes,
brokerage commissions, litigation and extraordinary expenses
exceed the lowest, i.e., most restrictive, percentage of the
Fund's average net assets established by the laws of the states
in which the Fund's shares are registered for sale, as determined
by valuations made as of the close of each business day of the
year. The Adviser also may in its discretion reimburse the Fund
for any operating expenses incurred by the Fund in excess of this
most restrictive percentage. Such optional reimbursement by the
Adviser of operating expenses previously incurred by the Fund
will serve to temporarily enhance yield. The Adviser has agreed
to reduce the management fee by any operating expenses (other
than the management fee) incurred by the Fund in excess of 1/2 of
1% of average daily net assets. The Adviser shall reimburse the
Fund by offsetting against its monthly fee all expenses in excess
of these amounts as prorated on an annual basis. Any optional
reimbursement will be made at a time determined by the Adviser.
During the years ended December 31, 1996, 1995 and 1994, the Fund
paid the Adviser an aggregate of $338,132, $330,975, and
$368,932, respectively, in fees. During none of the foregoing
fiscal years did the expenses borne by the Fund exceed the
expense limitation then in effect and the Adviser was not
required to reimburse the Fund for any additional expenses.

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

Albert O. Nicholas is President and a Director of the Fund
and President and a Director of the Adviser. Mr. Nicholas owns
91% of the outstanding voting securities of the Adviser. Thomas
J. Saeger, Executive Vice President and Secretary of the Fund, is
Executive Vice President and Assistant Secretary of the Adviser.
David L. Johnson is Executive Vice President of the Fund and
Executive Vice President of the Adviser. He is a brother-in-law
of Albert O. Nicholas. Lynn S. Nicholas and Kathleen A. Evans,
Vice Presidents of the Fund, are also Senior Vice President and
Vice President, respectively, of the Adviser. Lynn Nicholas is
the daughter of Albert O. Nicholas. Jeffrey T. May is Senior
Vice President and Treasurer of the Fund and Senior Vice
President and Treasurer of the Adviser. David O. Nicholas,
Senior Vice President of the Fund, is Senior Vice President of
the Adviser. He is the son of Albert O. Nicholas. Candace L.
Lesak, Vice President of the Fund, also is an employee of the
Adviser. David E. Leichtfuss, 100 E. Wisconsin Avenue,
Milwaukee, Wisconsin, a Director of the Adviser, is a partner
with the law firm of Michael Best & Friedrich, Milwaukee,
Wisconsin, legal counsel to both the Fund and the Adviser.
Daniel J. Nicholas, 2618 Harlem Boulevard, Rockford, Illinois, is
the only other Director of the Adviser. Mr. Nicholas, a brother
of Albert O. Nicholas, is a private investor.
MANAGEMENT - DIRECTORS AND EXECUTIVE OFFICERS OF THE FUND

The overall operations of the Fund are conducted by the
officers of the Fund under the control and direction of its Board
of Directors. The state of Maryland permits registered
investment companies, such as the Fund, to operate without an
annual meeting of shareholders under specified circumstances if
an annual meeting is not required by the Investment Company Act
of 1940, as amended. The Fund has adopted the appropriate
provisions in its Articles of Incorporation and will not hold
annual meetings of shareholders to elect directors unless
otherwise required to do so. The Fund will hold a shareholders'
meeting to elect the initial Board of Directors and at such time
as may be required to fill existing vacancies on the Board in the
event less than a majority of the directors then in office have
been elected by shareholders.

The following table sets forth the pertinent information
about the Fund's officers and directors as of April 28, 1997:

Name, Address and Principal Occupation Positions Held
During Past Five Years Age with Fund
- --------------------------------------- --- --------------
*Albert O. Nicholas 65 President and
President and a Director of Nicholas Director
Company, Inc., 700 N. Water Street,
Milwaukee, WI 53202, Adviser to the
Fund since 1977. He is a Chartered
Financial Analyst and has been an
investment analyst and portfolio
manager since 1955.
Frederick Hansen 70 Director
759 N. Milwaukee St., Milwaukee, WI
53202; President, Hanseatic Equities
Corp., a private investment company.
Melvin L. Schultz 63 Director
3636 N. 124th St., Wauwatosa, WI
53222; Director and management
consultant, Professional Management of
Milwaukee, Inc., a medical and dental
profession financial advisory firm.
Jay Robertson 45 Director
660 E. Mason St., Milwaukee, WI
53202; Chairman of the Board,
Robertson-Ryan and Associates, Inc.,
an insurance brokerage firm.
David L. Johnson 55 Executive
Executive Vice President, Nicholas Vice President
Company, Inc., 700 N. Water Street
Milwaukee, WI 53202, the Adviser to
the Fund, and employed by the Adviser
since 1980. He is a Chartered
Financial Analyst.
Thomas J. Saeger 52 Executive
Executive Vice President and Assistant Vice President
Secretary, Nicholas Company, Inc., 700 and Secretary
N. Water Street, Milwaukee, WI 53202,
the Adviser to the Fund, and employed
by the Adviser since 1969. He is a
Certified Public Accountant.
Jeffrey T. May 40 Senior Vice
Senior Vice President and Treasurer, President and
Nicholas Company, Inc., 700 N. Water Treasurer
Street, Milwaukee, WI 53202, the
Adviser to the Fund, and employed by
the Adviser since July 1987. From
July 1984 to July 1987, he was with
Arthur Andersen & Co. of Milwaukee.
He is a Certified Public Accountant.
David O. Nicholas 35 Senior Vice
Senior Vice President, and a Director President
of Nicholas Company, Inc., 700 N.
Water Street, Milwaukee, Wisconsin
53202, the Adviser to the Fund, and
employed by the Adviser since December
1985. He is a Chartered Financial
Analyst.
Lynn S. Nicholas 40 Vice
Senior Vice President, Nicholas President
Company, Inc., 700 N. Water Street,
Milwaukee, WI 53202, the Adviser to
the Fund, and employed by the Adviser
since September 1983. She is a
Chartered Financial Analyst.
Kathleen A. Evans 48 Vice
Vice President, Nicholas Company, President
Inc., 7000 N. Water Street, Milwaukee,
WI 53202, the Adviser to the Fund, and
employed by the Adviser since March
1985.
Candace L. Lesak 39 Vice
Employee, Nicholas Company, Inc., the President
Adviser to the Fund, since February
1983. She is a Certified Financial
Planner.
____________________

* Mr. Nicholas is the only director of the Fund who is an "interested
person" in the Adviser, as that term is defined in the 1940 Act, and
is the only director who has a direct or indirect interest in the
Adviser. Mr. Nicholas is President and a director of the Adviser and
owns 91% of the outstanding voting securities of the Adviser.

See "Investment Adviser" for a description of the
relationships of the officers of the Fund to the Adviser and the
family relationships between directors of the Adviser and
officers and directors of the Fund.

Mr. Nicholas is also a member of the Board of Directors of
Nicholas Fund, Inc., Nicholas II, Inc., Nicholas Limited Edition,
Inc., Nicholas Income Fund, Inc. and Nicholas Equity Income Fund,
Inc. Mr. Hansen and Mr. Robertson also are members of the Board
of Directors of Nicholas Income Fund, Inc. Mr. Schultz also is a
member of the Board of Directors of Nicholas Fund, Inc., Nicholas
II, Inc., Nicholas Limited Edition, Inc., Nicholas Equity Income
Fund, Inc. and Nicholas Income Fund, Inc. Mr. Nicholas also is
President of Nicholas Fund, Inc., Nicholas II, Inc., Nicholas
Limited Edition, Inc. and Nicholas Equity Income Fund, Inc. and
is President and Treasurer of Nicholas Income Fund, Inc. Mr.
Johnson also is Senior Vice President of Nicholas Fund, Inc., and
Executive Vice President of Nicholas II, Inc., Nicholas Limited
Edition, Inc., Nicholas Income Fund, Inc. and Nicholas Equity
Income Fund, Inc. Mr. Saeger also is Senior Vice President and
Secretary of Nicholas Fund, Inc., Executive Vice President and
Secretary of Nicholas II, Inc. and Nicholas Equity Income Fund,
Inc., Executive Vice President, Secretary and a director of
Nicholas Limited Edition, Inc., and Executive Vice President and
Secretary of Nicholas Income Fund, Inc. Mr. May also is Senior
Vice President and Treasurer of Nicholas Income Fund, Inc.,
Nicholas II, Inc., Nicholas Equity Income Fund, Inc. and Nicholas
Fund, Inc. and is Senior Vice President of Nicholas Limited
Edition, Inc. Ms. Lesak also is Vice President of Nicholas Fund,
Inc., Nicholas II, Inc., Nicholas Equity Income Fund, Inc.,
Nicholas Limited Edition, Inc., Nicholas Income Fund, Inc. and
Nicholas Money Market Fund, Inc. Ms. Evans also is Assistant
Vice President of Nicholas II, Inc. and Nicholas Income Fund,
Inc. David O. Nicholas also is Senior Vice President of Nicholas
Income Fund, Inc., Nicholas Fund, Inc., Nicholas Limited Edition,
Inc., Nicholas II, Inc. and Nicholas Equity Income Fund, Inc.
Lynn S. Nicholas also is Senior Vice President of Nicholas Fund,
Inc., Nicholas Limited Edition, Inc., Nicholas II, Inc. and
Nicholas Equity Income Fund, Inc.

The Investment Advisory Agreement between the Fund and
Nicholas Company, Inc. states that the Fund shall pay the
directors' fees of directors who are not interested persons of
the Adviser. The amount of such fees is subject to increase or
decrease at any time, but is subject to the overall limitation on
the Fund's annual expenses. The aggregate remuneration paid by
the Fund during 1996 to all Fund directors as a group amounted to
$9,000. No remuneration is paid to officers and directors of the
Fund who are "interested persons" of the Adviser.

The table below sets forth the aggregate compensation
received from the Fund by all directors of the Fund during the
year ended December 31, 1996. No officers of the Fund receive
any compensation from the Fund, but rather, are compensated by
the Adviser in accordance with its investment advisory agreement
with the Fund.

TOTAL
PENSION OR COMPENSATION
RETIREMENT ESTIMATED FROM
AGGREGATE BENEFITS ANNUAL FUND AND
COMPENSATION ACCRUED AS BENEFITS FUND
FROM THE PART OF THE UPON COMPLEX
FUND(1) FUND RETIREMENT PAID TO
NAME AND POSITION EXPENSES DIRECTORS (1)
- ----------------- ------------- ------------------------ ---------------

Albert O. Nicholas,
Director(2) $0 $0 $0 $0
Frederick F. Hansen,
Director(2) $3,000 $0 $0 $6,000
Melvin L. Schultz,
Director(2) $3,000 $0 $0 $17,400
Jay H. Robertson, $3,000 $0 $0 $6,000
Director-(2)
- ---------------
(1) During the fiscal year ended December 31, 1996, the
Fund and other funds in its Fund Complex (i.e., those
funds which also have Nicholas Company, Inc. as its
investment adviser, namely Nicholas Fund, Inc.,
Nicholas II, Inc., Nicholas Money Market Fund, Inc.,
Nicholas Limited Edition, Inc. and Nicholas Equity
Income Fund, Inc.) compensated those directors who are
not "interested persons" of the Adviser in the form of
an annual retainer per director per fund and meeting
attendance fees. During the year ended December 31,
1996, the Fund compensated the disinterested directors
at a rate of $500 per director per meeting attended,
and an annual retainer of $1,000 per director. The
disinterested directors did not receive any other form
or amount of compensation from the Fund Complex during
the fiscal year ended December 31, 1996. All other
directors and officers of the Fund were compensated by
the Adviser in accordance with its investment advisory
agreement with the Fund.

(2) Mr. Nicholas also is a member of the Board of Directors
of Nicholas Fund, Inc., Nicholas II, Inc., Nicholas
Limited Edition, Inc., Nicholas Equity Income Fund,
Inc. and Nicholas Income Fund, Inc. Mr. Hansen also is
a member of the Board of Directors of Nicholas
Income Fund, Inc. Mr. Schultz also is a member of the
Board of Directors of Nicholas Fund, Inc., Nicholas II,
Inc., Nicholas Limited Edition, Inc., Nicholas Equity
Income Fund, Inc., and Nicholas Income Fund, Inc. Mr.
Robertson also is a director of Nicholas Income Fund,
Inc.

PRINCIPAL SHAREHOLDERS

Nicholas Company, Inc., the investment adviser to the Fund,
owned 11,532,716 shares as of March 31, 1997; the Nicholas Family
Foundation owned 2,201,780 shares; Albert O. Nicholas, President
and a Director of the Fund, President and a Director of the
Adviser, and owner of 91% of the outstanding voting securities of
the Adviser, owned 6,903,680 shares; and the Nicholas Company,
Inc. Profit-Sharing Trust, of which Mr. Nicholas and David E.
Leichtfuss are trustees, owned 367,232 shares. The collective
beneficial ownership of Nicholas Company, Inc. was 21,005,408
shares or 16.7% as of March 31, 1997.

No other persons are known to the Fund to own beneficially
or of record 5% or more of the shares of the Fund as of
December 31, 1996. All directors and executive officers of the
Fund as a group (eleven in number) owned approximately 18.7% of
the full shares of the Fund as of March 31, 1997.

PURCHASE OF CAPITAL STOCK

Applications for the purchase of shares are made to Nicholas
Money Market Fund, Inc., c/o Firstar Trust Company, P.0. Box
2944, Milwaukee, Wisconsin, 53201-2944. The Board of Directors
has established $2,000 as the minimum initial purchase and $100
as the minimum for any subsequent purchase, except in the case of
dividend reinvestment or purchase through the Automatic
Investment Plan. Management reserves the right to waive the
minimums for custodial accounts. Purchase of shares will be made
in full and fractional shares computed to two decimal places.
Due to the fixed expenses incurred by the Fund in maintaining
individual accounts, the Fund reserves the right to redeem
accounts that fall below the $2,000 minimum required investment
due to shareholder redemption. In order to exercise this right,
the Fund will give advance written notice of at least 30 days to
the accounts below such minimum.

Shares can be purchased in the following ways:

PURCHASE BY MAIL:

To open an account by mail, simply complete an application
and together with a check made payable to Nicholas Money Market
Fund, Inc., and mail both to Firstar Trust Company, P.O. Box
2944, Milwaukee, Wisconsin, 53201-2944.

The Fund does not consider the U.S. Postal Service or other
independent delivery service to be its agent. Therefore, deposit
in the mail or with any such service, or receipt at Firstar Trust
Company's Post Office Box, of purchase applications or redemption
requests does not constitute receipt by Firstar Trust Company or
the Fund. Correspondence intended for overnight courier should
not be sent to the Post Office Box address. Overnight courier
delivery should be sent to Firstar Trust Company, Third Floor,
615 East Michigan Street, Milwaukee, Wisconsin 53202.

PURCHASE BY FEDERAL WIRE TRANSFER:

To purchase additional shares of the Fund by federal wire
transfer, please send to:

PURCHASE BY AUTOMATIC INVESTMENT PLAN:

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

REDEMPTION OF CAPITAL STOCK

A shareholder may require the Fund at any time during normal
business hours to redeem his or her shares in whole or in part.
If in writing, redemption requests must be signed by each
shareholder, in the exact manner as the Fund account is
registered, and must state the amount of redemption and identify
the shareholder account number and taxpayer identification number
or social security number. All redemptions will be processed at
the net asset value next determined after receipt of the request.
The Fund will return redemption requests that contain
restrictions as to the time or date redemptions are to be
effected. If any portion of the shares to be redeemed represents
an investment made by personal or certified check, the Fund
reserves the right to hold a payment up to 15 days or until
satisfied that investments made by check have been collected, at
which time the redemption request will be processed and payment
made. A shareholder who anticipates the need for immediate
access to their investment should purchase shares by wiring
Federal funds.

REDEMPTION BY MAIL

If there is doubt as to what documents or instructions are
necessary in order to redeem shares, please write or call Firstar
Trust Company (414-276-0535 or 800-544-6547), prior to submitting
the redemption request. A redemption request will not become
effective until all documents have been received in proper form
by Firstar Trust Company.

Shareholders who have an individual retirement account
("IRA") or another retirement plan must indicate on their
redemption requests whether or not to withhold Federal income
tax. They must elect not to have Federal income tax withheld;
otherwise, the redemption will be subject to withholding. Please
consult your current Disclosure Statement for any applicable
fees.

REDEMPTION BY TELEPHONE

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

All redemptions will be processed immediately upon receipt.
Share redemption orders are effected at the net asset value next
determined after receipt of the order in proper form by the Fund.
The Fund will return redemption requests that contain
restrictions as to the time or date redemptions are to be
effected. The Fund ordinarily will make payment for redeemed
shares within seven days after receipt of a request in proper
form, except as provided by the rules of the Securities and
Exchange Commission. Redemption proceeds to be wired normally
will be wired on the next business day after a net asset value is
determined. There is a $7.50 charge to wire the redemption
proceeds. The Fund reserves the right to hold payment up to 15
days or until satisfied that investments made by check have been
collected. During the period prior to the time the shares are
redeemed, dividends on such shares will accrue and be payable.

1SIGNATURE GUARANTEES

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

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

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

EXCHANGE BETWEEN FUNDS

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

This exchange privilege is available only in states where
shares of the fund being acquired may legally be sold, and the
privilege may be terminated or modified only upon 60 days advance
notice to shareholders; however, procedures for exchanging Fund
shares by telephone may be modified or terminated at any time by
the Fund or Firstar Trust Company. Shareholders are reminded
that Nicholas Limited Edition, Inc. is restricted in size to ten
million shares, and that the exchange privilege into that fund
may be terminated or modified at a time when that maximum is
reached.

Shares of the Fund which have been outstanding at least 15
days may be exchanged for shares of other investment companies
for which Nicholas Company, Inc. serves as the investment adviser
and which permit such exchanges. Nicholas Company, Inc. is also
the investment adviser to Nicholas Fund, Inc., Nicholas II, Inc.,
Nicholas Limited Edition, Inc., Nicholas Income Fund, Inc. and
Nicholas Equity Income Fund, Inc. Nicholas Fund, Inc. has an
investment objective of capital appreciation. Nicholas II, Inc.
and Nicholas Limited Edition, Inc. have long-term growth as their
investment objective. Nicholas Income Fund, Inc.'s investment
objective is to seek high current income. Nicholas Equity Income
Fund, Inc. has an investment objective of reasonable income, with
moderate long-term growth as a secondary consideration. Exchange
of shares can be accomplished in the following ways:

EXCHANGE BY MAIL

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

EXCHANGE BY TELEPHONE

Procedures for exchanging Fund shares by telephone may be
modified or terminated at any time by the Fund or Firstar
Trust Company. Neither the Fund nor Firstar Trust Company
will be responsible for the authenticity of exchange
instructions received by telephone. Telephone exchanges can
ONLY be made by calling Firstar Trust Company at 414-276-
0535 or 800-544-6547. In addition to account registration,
you will be required to provide pertinent information
regarding your account. Calls will be recorded.

TRANSFER OF CAPITAL STOCK

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

DETERMINATION OF NET ASSET VALUE
AND USE OF AMORTIZED COST METHOD OF VALUATION

Pursuant to Section 270.2a-7 of the Code of Federal
Regulations, the Board of Directors has established procedures
designed to stabilize the net asset value per share at $1.00.
Under most conditions, management believes this will be possible,
but there can be no assurance that they can do so on a continuous
basis. In connection with its use of the amortized cost method
of valuation and in order to hold itself out as a "money market"
fund, the Fund will comply with the applicable provisions of
Section 270.2a-7, and in particular, will comply with the
following: (i) the Fund will maintain a dollar-weighted average
portfolio maturity appropriate to its objective of maintaining a
stable net asset value per share and specifically will limit the
dollar weighted average portfolio maturity of the Fund to not
more than 90 days and the remaining maturity of each portfolio
security to not more than 397 days (with certain exceptions
permitted by the rules of the Commission); (ii) the Fund will
limit its portfolio investments to those instruments its Board of
Directors determines present minimal credit risks, and are
otherwise in accordance with the Fund's investment objectives and
restrictions; and (iii) the Fund will adhere to the portfolio
diversification requirements set forth in Section 270.2a-7.
Calculations are done periodically to compare the value of the
Fund's portfolio at amortized cost versus current market values.
In the event the per share net asset value should deviate from
$1.00 by 1/2 of 1% or more, the Board of Directors will promptly
consider what action, if any, should be taken.

INCOME, DIVIDENDS AND FEDERAL TAX STATUS

The Fund intends to continue to qualify annually as a
"regulated investment company" under the Internal Revenue Code of
1986 and intends to take all other action required to ensure that
little or no Federal income or excise taxes will be payable by
the Fund. As a result, the Fund generally will seek to
distribute annually to its shareholders substantially all of its
net investment income and net realized capital gain (after
utilization of any available capital loss carryovers).

A statement of all calendar year-to-date transactions,
including shares accumulated from dividends and capital gains
distributions, is mailed to each shareholder quarterly.
Information as to each shareholder's tax status is given
annually.

PERFORMANCE DATA

The Fund's standard yield quotations, which may appear in
advertising and sales material, is calculated according to the
methods prescribed by the Commission. Under these methods, the
current yield is based on a seven day period and computed by
dividing the net investment income per share by the price per
share during the period (expected to remain constant at $1.00) to
arrive at a "base period return," and the result is divided by
seven and multiplied by 365 carried out to the nearest 1/100 of
1%. Net investment income per share includes accrued interest on
the Fund's investments, plus or minus purchase discount or
premiums less accrued expenses. Excluded from the calculations
are realized gains and losses on the sale of securities and
unrealized appreciations and depreciations on the Fund's current
portfolio. The Fund's effective yield which also may appear in
advertisements and sales material is determined by taking the
"base period return" and calculating the effect of compounding.

The following formulas are used:

Standard Current Yield = Net Investment Income Per Share X 365
_______________________________ ___
Price Per Share 7

Effective Yield = [(Base Period Return + 1) 365 divided by 7] - 1

INDIVIDUAL RETIREMENT ACCOUNT

Individuals may be able to establish their own tax-sheltered
individual retirement account ("IRS"). The Fund offers a
prototype IRA Plan for adoption by individuals who qualify for
spousal, deductible and non-deductible IRA accounts. As long as
the aggregate IRA contributions meet the Fund's minimum
investment requirement of $2,000, the Fund will accept any
allocation of such contribution between spousal, deductible and
non-deductible accounts. The acceptability of this calculation
is the sole responsibility of the shareholder. For this reason,
it is advisable for taxpayers to consult with their personal tax
adviser to determine the deductibility of their IRA
contributions.

A description of applicable service fees and application
forms are available upon request from the Fund. The IRA
documents also contain a Disclosure Statement which the IRS
requires to be furnished to individuals who are considering
adopting an IRA. As drastic changes occur from time to time in
IRA regulations, it is important you obtain up-to-date
information from the Fund before opening an IRA.

MASTER RETIREMENT PLAN

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

DIVIDEND REINVESTMENT PLAN

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

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

The Adviser is responsible for decisions to buy and sell
securities for the Fund. Normally, the Fund will pay no
brokerage commissions on purchases and sales of portfolio
securities since most of its purchases and sales will be
principal transactions. Purchases may be made directly from the
issuer, from underwriters and from dealers. When purchases are
made from underwriters, the price will include the spread between
the price paid by the underwriters to the issuer and the price
paid by the Fund. The purchase price of securities purchased
from a dealer will be on a net basis which reflects the spread
between the bid and asked price.

The Adviser, who decides to buy and sell securities, selects
a broker or dealer for the execution of a portfolio transaction
on the basis of the best security price available and on the
basis that such broker or dealer will execute the order as
promptly and efficiently as possible.

The Fund has not paid any brokerage commissions since its
inception (July 1, 1988). There are no brokers who would be
considered affiliates of the Fund or the Adviser.

The Adviser, who is the investment adviser to the Nicholas
Fund, Inc., Nicholas Income Fund, Inc., Nicholas II, Inc.,
Nicholas Limited Edition, Inc. and Nicholas Equity Income Fund,
Inc., as well as to the Fund, may occasionally make investment
decisions which would involve the purchase or sale of securities
for the portfolios of more than one of the six funds at the same
time. As a result, the demand for securities being purchased or
the supply of securities being sold may increase, which could
have an adverse effect on the price of those securities. It is
the Adviser's policy not to favor one fund over another in making
recommendations or in placing orders. If two or more of the
Adviser's clients are purchasing a given security on the same day
from the same broker or dealer, the Adviser may average the price
of the transactions and allocate the average among the clients
participating in the transactions. It is the Adviser's policy to
allocate the commission charged by such broker or dealer to each
fund in direct proportion to the number of shares bought or sold
by the particular fund involved.

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

CAPITAL STRUCTURE

The Fund is authorized to issue three billion shares
(3,000,000,000) of Common Stock, par value $0.0001 per share.
Each full share has one vote and all shares participate equally
in dividends and other distributions by the Fund and in the
residual assets of the Fund in the event of liquidation. There
are no conversion or sinking fund provisions applicable to
shares, and holders have no preemptive rights and may not
cumulate their votes in the election of directors. Shares are
redeemable and are transferable. Fractional shares entitle the
holder to the same rights as whole shares.

UNCERTIFICATED SHARES

The Fund will not issue certificates evidencing shares
purchased. Since certificates are not issued, the shareholder's
account will be credited with the number of shares purchased.
Written confirmations are issued for all purchases of shares.

SHAREHOLDER REPORTS

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

ANNUAL MEETING

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

COMMUNICATIONS BETWEEN SHAREHOLDERS

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

CUSTODIAN AND TRANSFER AGENT

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

INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL

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

FINANCIAL INFORMATION

The financial statements and other financial information
relating to the Fund contained in the Annual Report of the Fund
for the fiscal year ended December 31, 1996, are incorporated
herein by reference.

Nicholas Money Market Fund, Inc.

Form N-1A
---------

PART C: OTHER INFORMATION

PART C. OTHER INFORMATION
-----------------

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------

(a) Financial Statements: Per share income and capital
--------------------
changes information with respect to the Registrant's common stock
appears in Part A; the Registrant's statement of assets and
liabilities, including the schedule of investments, as of
December 31, 1996, and the related statement of operations for
the year then ended, the statement of changes in net assets for
each of the two years in the period then ended and the per share
income and capital changes for each of the years in the period
then ended are incorporated in Parts A and B by reference to the
Annual Report to Shareholders of the Registrant for its fiscal
year ended December 31, 1996.

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

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
-----------------------------------------------------
REGISTRANT
----------
The Registrant is not under common control with any other
person. The Registrant, Nicholas Fund, Inc., Nicholas II, Inc.,
Nicholas Income Fund, Inc., Nicholas Limited Edition, Inc. and
Nicholas Equity Income Fund, Inc. share a common investment
adviser, Nicholas Company, Inc.; however, each such fund has an
independent Board of Directors responsible for supervising the
investment and business management services provided by the
adviser. The Registrant does not control any other person.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES
-------------------------------

As of March 31, 1997, the number of record holders of the
securities of the Registrant was as follows:

Title of Class Number of Record Holders
-------------- ------------------------
Common Stock 6,180

ITEM 27. INDEMNIFICATION
---------------
Article VII, Section 7 of the By-Laws of the Registrant
provides for the indemnification of its officers and directors
against liabilities incurred in such capacities to the extent
described therein, subject to the provisions of the Maryland
General Business Corporation Law; such Section 7 is incorporated
herein by reference to the By-Laws of the Registrant filed as an
Exhibit to the initial Registration Statement declared effective
on July 1, 1988.

The investment advisor to the Registrant, Nicholas Company,
Inc., has, by resolution of its Board of Directors, agreed to
indemnify the Registrant's officers, directors and employees to
the extent of any deductible or retention amount required under
insurance policies providing coverage to such persons in
connection with liabilities incurred by them in such capacities.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
----------------------------------------------------

None.

ITEM 29. PRINCIPAL UNDERWRITERS
----------------------
None.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
--------------------------------
All accounts, books or other documents required to be
maintained pursuant to Section 31(a) of the Investment Company
Act of 1940, and the Rules of the Securities and Exchange
Commission promulgated thereunder, are located at the offices of
the Registrant, 700 North Water Street, Milwaukee, Wisconsin
53202 or Firstar Trust Company, 615 East Michigan Street,
Milwaukee, Wisconsin 53202.

ITEM 31. MANAGEMENT SERVICES
-------------------
None.

ITEM 32. UNDERTAKINGS
------------
The Registrant's By-Laws provide that it will indemnify its
officers and directors for liabilities incurred by them in any
proceeding arising by reason of the fact that any such person was
or is a director or officer of the Registrant. Insofar as
indemnification for liability arising under the Act may be
permitted to directors, officers and controlling persons of the
Registrant under the Securities Act of 1933 ("Act"), or
otherwise, the Registrant has been advised that, in the opinion
of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Act and may,
therefore, be unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer of controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, as amended, the
Registrant, Nicholas Money Market Fund, Inc., a corporation
organized and existing under the laws of the State of Maryland,
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 28th
day of April, 1997.

NICHOLAS MONEY MARKET FUND,INC.

By: /s/ Thomas J. Saeger
--------------------
Thomas J. Saeger,
Executive Vice
President and Treasurer

Pursuant to the requirements of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
this Amendment to the Registration Statement has been signed
below by the following persons in the capacities indicated on
April 28, 1997.

/s/Albert O. Nicholas* President (Chief Executive
- --------------------- Officer), Treasurer and Director
Albert O. Nicholas

/s/Thomas J. Saeger* Executive Vice President
- --------------------- (Chief Financial Officer and
Thomas J. Saeger Chief Accounting Officer)
and Secretary

/s/Melvin L. Schultz* Director
- ---------------------
Melvin L. Schultz

/s/Jay H. Robertson* Director
- ---------------------
Jay H. Robertson

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

NICHOLAS MONEY MARKET FUND,
INC.

By:/s/ Thomas J. Saeger
- ------------------------------
Thomas J. Saeger, Executive
Vce President and Treasurer

Sequential
Exhibit No. Description Page No.
_______________ _______________ _____________

(b)(1) Articles of Incorporation of the Registrant
(incorporated by reference to Part C of
Registrant's Pre-Effective Amendment No. 1
to the Registration Statement as filed with
the Commission on June 3, 1988). *

(b)(2) By-Laws of the Registrant (incorporated by
reference to Part C of Registrant's
Pre-Effective Amendment No. 1 to the
Registration Statement as filed with the
Commission on June 3, 1988). *

(b)(5) Investment Advisory Agreement, dated
April 27, 1988, between the Registrant and
Nicholas Company, Inc. (incorporated by
reference to Part C of Registrant's
Pre-Effective Amendment No. 1 to the
Registration Statement as filed with the
Commission on June 3, 1988). *

(b)(8) Custodian Agreement, dated April 27, 1988,
between the Registrant and Firstar Trust
Company (incorporated by reference to Part
C of Registrant's Pre-Effective Amendment
No. 1 to the Registration Statement as
filed with the Commission on June 3, 1988). *

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

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

(b)(12) Statements of Assets and Liabilities of
Registrant, including the Schedule of
Investments, as of December 31, 1996,
and the related Statement of Changes in
Net Assets for each of the two years in
the period ended December 31, 1996, and
the Financial Highlights for each of the
eight years in the period ended December
31, 1996, and for the period from July 1,
1988 to December 31, 1988 [included in the
Annual Report to Shareholders of Registrant
for the fiscal year ended December 31,
1996].

(b)(14.1) Registrant's Prototype IRA Plan
(incorporated by reference to Registrant's
Pre-Effective Amendment No. 1 to the
Registration Statement, as filed with the
Commission on June 3, 1988). *
Sequential
Exhibit No. Description Page No.
----------- ----------- ----------

(b)(14.2) Registrant's Master Retirement Plan for
Self-Employed Individuals (incorporated by
reference to Registrant's Pre-Effective
Amendment No. 1 to the Registration
Statement, as filed with the Commission on
June 3, 1988). *

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

(b)(17) Financial Data Schedule

(b)(99) Power of Attorney (incorporated by
reference to Registrant's initial
Registration Statement, as filed with the
Commission on June 3, 1988 and filed
and Post-Effectivemn Amendment No. 8 to the
Registration Statement Under the Securities
Act of 1933, as filed with the Commission
on April 30, 1996.) *

*Previously filed with the Securities and Exchange Commission.

LIST OF CONSENTS

1. Consent of Michael Best & Friedrich
(included in Exhibit (b)(10))

2. Consent of Arthur Andersen LLP
(included as Exhibit (b)(11))

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report,
and to all references to our Firm, included in or made a part of this Form N-1A
registration statement for Nicholas Money Market Fund, Inc.

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin,
April , 1997.

Statement of Net Assets
December 31, 1996
- --------------------------------------------------------------------
<TABLE>
Yield to Amortized
Principal Maturity Maturity Cost
Amount Date (Note 1(b)) (Note 1(a))
- ------------- ------------- ----------- ------------------
<S> <C> <C> <C>
COMMERCIAL PAPER - 91.2%

$ 650,000 Fiserv, Inc. 01/02/97 5.74% $ 650,000
2,400,000 General Motors Acceptance Corporation 01/02/97 5.49% 2,400,000
430,000 LOCAP, Inc. 01/02/97 7.35% 430,000
2,875,000 AMCORE Financial, Inc. 01/03/97 5.57% 2,874,565
565,000 Brown-Forman Corporation 01/03/97 6.64% 564,897
2,775,000 American General Finance Corporation 01/06/97 5.43% 2,773,363
1,300,000 Rexam plc 01/06/97 5.48% 1,299,224
3,075,000 Fiserv, Inc. 01/07/97 5.63% 3,072,651
2,000,000 American Brands, Inc. 01/08/97 5.45% 1,998,220
2,900,000 Bear Stearns Companies Inc. (The) 01/08/97 5.44% 2,897,429
268,000 American Brands, Inc. 01/09/97 5.52% 267,719
5,150,000 Hitachi Credit America Corp. 01/09/97 5.47% 5,144,653
1,000,000 Mosinee Paper Corporation 01/09/97 5.61% 998,931
2,185,000 American Express Credit Corporation 01/10/97 5.44% 2,182,417
2,750,000 American General Finance Corporation 01/10/97 5.51% 2,746,700
119,000 Frontier Corporation 01/10/97 5.70% 118,852
2,900,000 Frontier Corporation 01/10/97 5.65% 2,896,423
4,400,000 Ford Motor Credit Company 01/13/97 5.43% 4,392,861
1,800,000 American Brands, Inc. 01/14/97 5.46% 1,796,814
2,600,000 General Electric Capital Corporation 01/14/97 5.53% 2,595,303
200,000 Hitachi Credit America Corp. 01/14/97 5.70% 199,627
2,850,000 Bear Stearns Companies Inc. (The) 01/15/97 5.51% 2,844,443
2,125,000 Fiserv, Inc. 01/15/97 5.68% 2,120,741
4,100,000 Sandoz Corporation 01/16/97 5.46% 4,091,470
1,050,000 Sears Roebuck Acceptance Corporation 01/16/97 5.47% 1,047,828
1,000,000 Mosinee Paper Corporation 01/17/97 5.63% 997,708
1,850,000 Rexam plc 01/17/97 5.46% 1,845,899
1,450,000 Sears Roebuck Acceptance Corporation 01/17/97 5.51% 1,446,738
200,000 Weyerhauser Real Estate Company 01/17/97 5.70% 199,533
3,650,000 American Express Credit Corporation 01/21/97 5.46% 3,639,771
2,500,000 Dover Corp. 01/21/97 5.60% 2,492,743
2,500,000 Coca-Cola Enterprises Inc. 01/22/97 5.53% 2,492,472
1,500,000 General Motors Acceptance Corporation 01/22/97 5.45% 1,495,558
1,200,000 Heller Financial, Inc. 01/22/97 5.58% 1,196,360
300,000 Weyerhauser Real Estate Company 01/22/97 5.61% 299,083
3,400,000 BHP Finance (USA) Inc. 01/23/97 5.45% 3,389,429
2,400,000 BHP Finance (USA) Inc. 01/23/97 5.46% 2,392,538
1,000,000 Electronic Data Systems Corporation 01/23/97 5.49% 996,862
3,400,000 Heller Financial 01/24/97 5.49% 3,388,842
700,000 Mosinee Paper Corporation 01/24/97 5.72% 697,604
400,000 Sandoz Corporation 01/24/97 5.51% 398,680
1,450,000 Coca-Cola Enterprises Inc. 01/27/97 5.55% 1,444,532
2,175,000 General Electric Capital Corporation 01/27/97 5.51% 2,166,844
3,675,000 LOCAP, Inc. 01/28/97 5.53% 3,660,668
1,300,000 CS First Boston Inc. 01/29/97 5.47% 1,294,793
2,025,000 Rexam plc 01/29/97 5.47% 2,016,920
1,750,000 Mosinee Paper Corporation 01/30/97 5.72% 1,742,378
1,550,000 Sears Roebuck Acceptance Corporation 01/30/97 5.56% 1,543,430
2,030,000 General Motors Acceptance Corporation 01/31/97 5.48% 2,021,235
4,000,000 Weyerhauser Real Estate Company 02/03/97 5.71% 3,980,089
1,400,000 Weyerhauser Real Estate Company 02/04/97 5.71% 1,392,813
350,000 Southwestern Bell Telephone Company 02/07/97 5.69% 348,050
1,550,000 Mosinee Paper Corporation 02/10/97 5.73% 1,540,597
426,000 Frontier Corporation 02/11/97 5.58% 423,420
500,000 McGraw-Hill Companies (The) 02/11/97 5.62% 496,944
1,000,000 AMCORE Financial, Inc. 02/13/97 5.82% 993,350
2,175,000 CS First Boston Inc. 02/18/97 5.48% 2,159,808
1,000,000 B.A.T Capital Corporation 02/19/97 5.56% 992,760
461,000 Hitachi Credit America Corp. 02/27/97 5.59% 457,092
143,000 McGraw-Hill Companies (The) 03/24/97 5.61% 141,246
------------------
TOTAL COMMERCIAL PAPER 108,591,920
------------------

VARIABLE RATE SECURITIES - 9.2%

5,000,000 Anchor National Life Funding Agreement (1)(2) 01/02/97 5.86% 5,000,000
988 Johnson Controls Inc. (1) 01/02/97 5.49% 988
1,000,000 General Electric Capital Corporation 01/07/97 5.51% 1,000,000
5,000,000 Morgan Stanley Group (1) 01/15/98 5.75% 5,000,000
------------------
TOTAL VARIABLE RATE SECURITIES 11,000,988
------------------
TOTAL INVESTMENTS 119,592,908
------------------
LIABILITIES, NET OF CASH AND RECEIVABLES (0.4%) (520,836)
------------------
TOTAL NET ASSETS (Basis of percentages disclosed above) 119,072,072
==================

NET ASSET VALUE PER SHARE($.0001 par value, 3,000,000,000
shares authorized), offering price and redemption price
($119,072,072 / 119,072,072 shares outstanding) $1.00
==================
</TABLE>
(1) These securities are subject to a demand feature as defined by the
Securities and Exchange Commission.
(2) Not readily marketable for a 90 day period.

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

Statement of Operations
For the year ended December 31, 1996
- --------------------------------------------------------------------

INCOME:
Interest........................................... $6,242,539

EXPENSES:
Management fee (Note 2)............................ 338,132
Transfer agent fees................................ 101,159
Registration fees.................................. 45,035
Legal fees......................................... 24,978
Postage............................................ 19,975
Audit and tax consulting fees...................... 18,400
Custodian fees..................................... 9,267
Directors' fees.................................... 9,000
Printing........................................... 7,071
Insurance.......................................... 3,613
Telephone.......................................... 3,016
Other operating expenses........................... 2,358
------------
582,004
------------
Net investment income.............................. $5,660,535
------------
------------

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

Statements of Changes in Net Assets
For the years ended December 31, 1996 and 1995
- --------------------------------------------------------------------------
<TABLE>

1996 1995

------------ ------------
<S> <C> <C>
OPERATIONS:
Net investment income...................................... $ 5,660,535 $ 6,083,716

DISTRIBUTIONS TO SHAREHOLDERS:
Distributions from net investment income
($0.050 and $0.055 per share, respectively).............. (5,660,535) (6,083,716)
---------- -----------

Increase in net assets
from investment activities...................... -- --
------------ ------------

CAPITAL SHARE TRANSACTIONS (all at $1.00 per share):
Proceeds from shares issued................................ 100,165,861 125,452,082
Net asset value of shares issued in distributions from net
investment income........................................ 5,498,057 5,909,339
Cost of shares redeemed.................................... (98,430,057) (137,608,434)
------------ ------------

Increase (decrease) in net assets derived from
capital share transactions...................... 7,233,861 (6,247,013)
------------ ------------
Total increase (decrease) in net assets........... 7,233,861 (6,247,013)
------------ ------------
NET ASSETS, at the beginning of the period..................... 111,838,211 118,085,224
------------ ------------

NET ASSETS, at the end of the period........................... $119,072,072 $111,838,211
------------ ------------
------------ ------------

</TABLE>

The accompanying notes to financial statements are an
integral part of these statements.
<TABLE>
Financial Highlights
(For a share outstanding throughout each year)

Year ended December 31,
---------------------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00

INCOME FROM INVESTMENT OPERATIONS:
Net investment income..................... 0.050 0.055 0.038 0.027 0.033
----- ----- ----- ----- -----

LESS DISTRIBUTIONS:
Dividends (from net
investment income)..................... (0.050) (0.055) (0.038) (0.027) (0.033)
----- ----- ----- ----- -----

NET ASSET VALUE, END OF PERIOD.............. $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
----- ----- ----- ----- -----

TOTAL RETURN................................ 5.14% 5.64% 3.90% 2.71% 3.32%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (millions)........ $119.1 $111.8 $118.1 $122.5 $138.7

Ratio of expenses to average net assets .52% .51% .53% .54% .54%

Ratio of net investment income
to average net assets 5.02% 5.50% 3.83% 2.67% 3.30%

</TABLE>
The accompanying notes to financial statements are an
integral part of these statements.

NOTES TO FINANCIAL STATEMENTS
December 31, 1996

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -

The Nicholas Money Market Fund, Inc. (the "Fund") is registered under the
Investment Company Act of 1940, as amended, as an open-end diversified
investment company. The primary objective of the Fund is to achieve as high a
level of current income as is consistent with preserving capital and providing
liquidity. The following is a summary of significant accounting policies
followed by the Fund.

(a) Securities held by the Fund, which are purchased at a discount or premium,
are valued on the basis of amortized cost, done on a straight line method which
is not materially different than the level yield method. Amortized cost
approximates market value and does not take into account unrealized gains or
losses or the impact of fluctuating interest rates. Variable rate instruments
purchased at par are valued at cost which approximates market value.
Investment transactions are accounted for on the trade date.

(b) Yield to maturity is calculated at date of purchase for commercial paper.
For variable rate securities, the yield to maturity is calculated based on the
next interest reset date.

(c) The Fund maintains a dollar-weighted average portfolio maturity of 90 days
or less and purchases investments which have maturities of 397 days or less.
As of December 31, 1996, the Fund's dollar-weighted average portfolio maturity
was 34 days. Days to maturity on variable rate securities are based on the
number of days until the interest reset date or demand feature, whichever is
longer.

(d) It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies, and to distribute
all of its taxable income to its shareholders. Therefore, no Federal income
tax or excise tax provision is required.

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

(2) INVESTMENT ADVISER AND MANAGEMENT AGREEMENT -

The Fund has an agreement with Nicholas Company, Inc. (with whom certain
officers and directors of the Fund are affiliated) to serve as investment
adviser and manager. Under the terms of the agreement, a monthly fee is paid
to the investment adviser at an annual rate of .30 of 1% of the daily average
net asset value of the Fund. The adviser will reimburse the Fund if total
operating expenses (other than the management fee) incurred by the Fund exceed
.50 of 1% of the average net assets for the year. At December 31, 1996, the
Fund owed Nicholas Company, Inc. $30,062 for advisory services.

Report of Independent Public Accountants
- -------------------------------------------------------------------------

To the Shareholders and Board of Directors
of Nicholas Money Market Fund, Inc.:

We have audited the accompanying statement of net assets of NICHOLAS MONEY
MARKET FUND, INC. (a Maryland corporation), as of December 31, 1996, the
related statement of operations for the year then ended, the statements of
changes in net assets for each of the two years in the period then ended, and
the financial highlights for the periods presented. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 1996, by correspondence with the custodian and
brokers. As to securities purchased but not received, we requested
confirmation from brokers and, when replies were not received, we carried out
other alternative auditing procedures. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Nicholas Money Market Fund, Inc. as of December 31, 1996, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for the
periods presented, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin,
January 24, 1997.

April 28, 1997

Nicholas Money Market Fund, Inc.
700 North Water Street
Suite 1010
Milwaukee, WI 53202

Gentlemen:

We have acted as counsel to Nicholas Money Market Fund,
Inc. (the "Fund"), a corporation organized under the laws of the
State of Maryland, in connection with the preparation and filing
of a registration statement on Form N-1A and amendments thereto
("Registration Statement"), relating to the registration of the
shares of common stock of the Fund ("Common Stock") under the
Securities Act of 1933, as amended.

We have reviewed the Articles of Incorporation and By-
Laws of the Fund and the Registration Statement; we have also
examined such other corporate records, certified documents and
other documents as we deem necessary for the purposes of this
opinion and we have considered such questions of law as we
believe to be involved. We have assumed without independent
verification the genuineness of signatures and the conformity
with originals of all documents submitted to us as copies. Based
upon the foregoing, we are of the opinion that:

1. The Fund is validly organized under the laws of
the State of Maryland, and has the corporate power to carry on
its present business and is duly authorized to own its properties
and conduct its business in those states where such authorization
is presently required.

2. The Fund is authorized to issue up to three
billion (3,000,000,000) shares of Common Stock, par value $.0001
per share, including those shares currently issued and
outstanding.

Nicholas Money Market Fund, Inc.
April 28, 1997
Page Two

3. The shares of Common Stock of the Fund to be
offered for sale pursuant to the Registration Statement have been
duly authorized and, upon the effectiveness of Post-Effective
Amendment No. 9 to the Registration Statement and compliance with
applicable federal and state securities laws and regulations,
when sold, issued (within the limits authorized under the
Articles of Incorporation of the Fund) and paid for as
contemplated in the Registration Statement, such shares will have
been validly and legally issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to us in the
Prospectus comprising Part A and elsewhere in the Registration
Statement.

Very truly yours,

MICHAEL BEST & FRIEDRICH

David E. Leichtfuss

DEL/ljg

Compound and Total Return Calculation NICHOLAS MONEY MARKET FUND 12/31/95 THRU 12/31/96

Starting date: 12/31/95 future value 1,051.41
Ending date: 12/31/96 present value 1,000.00

Total Return 5.1412% # years 1
Average annual return 5.1412% # days 366.00

</TABLE>

Compound and Total Return Calculation NICHOLAS MONEY MARKET FUND 12/31/91 THRU 12/31/96

Starting date: 12/31/91 future value 1,224.69
Ending date: 12/31/96 present value 1,000.00

Total Return 22.4687% # years 5
Average annual return 4.1370% # days 1827.00

</TABLE>

Compound and Total Return Calculation NICHOLAS MONEY MARKET FUND 07/01/88 THRU 12/31/96

Starting date: 07/01/88 future value 1,584.40
Ending date: 12/31/96 present value 1,000.00

Total Return 58.4399% # years 8.501369863
Average annual return 5.5625% # days 3105.00

INV INC CAP GAIN # of SHARES REINVESTED REINVESTED CUM TOTAL
DATE /SHARE /SHARE INVEST PURCHASED INV INC CAP GAIN SHARES MARKET VALUE
---------- ------------- ----------- ------------- ---------- ----------- ----------------------------------
<C> <C> <C> <C> <C> <C> <C>
07/01/88 D 1000 1000 1,000.000 $1,000.00
07/31/88 M 0.005903298580 5.9033 1005.9033 $1,005.90
08/31/88 M 0.006321385530 6.3587 1012.2620 $1,012.26
09/30/88 Q 0.006221454980 6.2977 1018.5597 $1,018.56
10/31/88 M 0.006429942270 6.5493 1025.1090 $1,025.11
11/30/88 M 0.006351898070 6.5114 1031.6204 $1,031.62
12/31/88 A 0.006890000000 7.1079 1038.7283 $1,038.73
01/31/89 M 0.007128394240 7.4045 1046.1327 $1,046.13
02/28/89 M 0.006592451890 6.8966 1053.0293 $1,053.03
03/31/89 Q 0.007578622820 7.9805 1061.0098 $1,061.01
04/30/89 M 0.007549655430 8.0103 1069.0201 $1,069.02
05/31/89 M 0.007811978650 8.3512 1077.3713 $1,077.37
06/30/89 S 0.007385174420 7.9566 1085.3278 $1,085.33
07/31/89 M 0.007380303850 8.0100 1093.3379 $1,093.34
08/31/89 M 0.007045245370 7.7028 1101.0407 $1,101.04
09/30/89 Q 0.006845303830 7.5370 1108.5777 $1,108.58
10/31/89 M 0.007137723490 7.9127 1116.4904 $1,116.49
11/30/89 M 0.006771922550 7.5608 1124.0512 $1,124.05
12/31/89 A 0.006941090960 7.8021 1131.8533 $1,131.85
01/31/90 M 0.006833699260 7.7347 1139.5881 $1,139.59
02/28/90 M 0.006008595960 6.8473 1146.4354 $1,146.44
03/31/90 Q 0.006673787060 7.6511 1154.0865 $1,154.09
04/30/90 M 0.006518107570 7.5225 1161.6089 $1,161.61
05/31/90 M 0.006758994680 7.8513 1169.4602 $1,169.46
06/30/90 S 0.006507069480 7.6098 1177.0700 $1,177.07
07/31/90 M 0.006701652610 7.8883 1184.9583 $1,184.96
08/31/90 M 0.006559855440 7.7732 1192.7314 $1,192.73
09/30/90 Q 0.006313201180 7.5300 1200.2614 $1,200.26
10/31/90 M 0.006546493100 7.8575 1208.1189 $1,208.12
11/30/90 M 0.006289283320 7.5982 1215.7171 $1,215.72
12/31/90 A 0.006287430540 7.6437 1223.3608 $1,223.36
01/31/91 M 0.006205596890 7.5917 1230.9525 $1,230.95
02/28/91 M 0.005046068680 6.2115 1237.1640 $1,237.16
03/31/91 Q 0.005235391760 6.4770 1243.6410 $1,243.64
04/30/91 M 0.004801747460 5.9717 1249.6127 $1,249.61
05/31/91 M 0.004728090510 5.9083 1255.5210 $1,255.52
06/30/91 S 0.004533952280 5.6925 1261.2134 $1,261.21
07/31/91 M 0.004728191400 5.9633 1267.1767 $1,267.18
08/31/91 M 0.004615138680 5.8482 1273.0249 $1,273.02
09/30/91 Q 0.004286035910 5.4562 1278.4811 $1,278.48
10/31/91 M 0.004238581760 5.4189 1283.9001 $1,283.90
11/30/91 M 0.003888017070 4.9918 1288.8919 $1,288.89
12/31/91 A 0.003743958420 4.8256 1293.7175 $1,293.72
01/31/92 M 0.003470260330 4.4895 1298.2070 $1,298.21
02/29/92 M 0.002900740250 3.7658 1301.9728 $1,301.97
03/31/92 Q 0.003122147330 4.0650 1306.0377 $1,306.04
04/30/92 M 0.003017706700 3.9412 1309.9789 $1,309.98
05/31/92 M 0.002945716260 3.8588 1313.8378 $1,313.84
06/30/92 S 0.002800802800 3.6798 1317.5176 $1,317.52
07/31/92 M 0.002751225000 3.6248 1321.1424 $1,321.14
08/31/92 M 0.002485920460 3.2843 1324.4266 $1,324.43
09/30/92 Q 0.002289548210 3.0323 1327.4590 $1,327.46
10/31/92 M 0.002197324190 2.9169 1330.3758 $1,330.38
11/30/92 M 0.002257464500 3.0033 1333.3791 $1,333.38
12/31/92 A 0.002460944260 3.2814 1336.6605 $1,336.66
01/31/93 M 0.002489564160 3.3277 1339.9882 $1,339.99
02/28/93 M 0.002058382730 2.7582 1342.7464 $1,342.75
03/31/93 Q 0.002240955160 3.0090 1345.7554 $1,345.76
04/30/93 M 0.002167309830 2.9167 1348.6721 $1,348.67
05/31/93 M 0.002205619680 2.9747 1351.6467 $1,351.65
06/30/93 S 0.002149981680 2.9060 1354.5527 $1,354.55
07/31/93 M 0.002243626080 3.0391 1357.5919 $1,357.59
08/31/93 M 0.002231778310 3.0298 1360.6217 $1,360.62
09/30/93 Q 0.002158818400 2.9373 1363.5590 $1,363.56
10/31/93 M 0.002231998840 3.0435 1366.6025 $1,366.60
11/30/93 M 0.002209351450 3.0193 1369.6218 $1,369.62
12/31/93 A 0.00236912675 3.2448 1372.8666 $1,372.87
01/31/94 M 0.00233922821 3.2114 1376.0781 $1,376.08
02/28/94 M 0.00206962638 2.8480 1378.9260 $1,378.93
03/31/94 Q 0.00250267410 3.4510 1382.3770 $1,382.38
04/30/94 M 0.00260716719 3.6041 1385.9811 $1,385.98
05/31/94 M 0.00297102137 4.1178 1390.0989 $1,390.10
06/30/94 S 0.00314726684 4.3750 1394.4739 $1,394.47
07/31/94 M 0.00340225813 4.7444 1399.2183 $1,399.22
08/31/94 M 0.00349731086 4.8935 1404.1118 $1,404.11
09/30/94 Q 0.00354201391 4.9734 1409.0852 $1,409.09
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12/31/94 A 0.00454208419 6.4498 1426.4487 $1,426.45
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06/30/95 S 0.00459970533 6.7152 1466.6456 $1,466.65
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09/30/95 Q 0.00443014718 6.5581 1486.8868 $1,486.89
10/31/95 M 0.00442697982 6.5824 1493.4692 $1,493.47
11/30/95 M 0.00441536866 6.5942 1500.0634 $1,500.06
12/31/95 A 0.00457413716 6.8615 1506.9249 $1,506.92
01/31/96 M 0.00445493012 6.7132 1513.6382 $1,513.64
02/29/96 M 0.00398694494 6.0348 1519.6730 $1,519.67
03/31/96 Q 0.00416551060 6.3302 1526.0032 $1,526.00
04/30/96 M 0.00408372069 6.2318 1532.2350 $1,532.23
05/31/96 M 0.00423779637 6.4933 1538.7283 $1,538.73
06/30/96 S 0.00410527307 6.3169 1545.0452 $1,545.05
07/31/96 M 0.00426517228 6.5899 1551.6350 $1,551.64
08/31/96 M 0.00425571145 6.6033 1558.2383 $1,558.24
09/30/96 Q 0.00411835047 6.4174 1564.6557 $1,564.66
10/31/96 M 0.00424177967 6.6369 1571.2926 $1,571.29
11/30/96 M 0.00407681974 6.4059 1577.6985 $1,577.70
12/31/96 A 0.00424671286 6.7000 1584.3986 $1,584.40

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