NICHOLAS MONEY MARKET FUND INC, 485BPOS, 1999-04-30

NICHOLAS MONEY MARKET FUND INC
485BPOS, 1999-04-30

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April 30, 1999

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. 11
Registration Statement on Form N-1A

To whom it may concern:

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 a copy of Post-
Effective Amendment No. 11 to the Registration Statement.
As indicated in the Exhibit Index certain exhibits will follow
in subsequent filing(s) as well as other pertinent financial data.

Very truly yours,

NICHOLAS COMPANY, INC.

/s/ Jeffery T. May
--------------------
JEFFREY T. MAY
Senior Vice President and Treasurer
Enclosure

As filed with the Securities and Exchange Commission on April 30, 1999

File No. 33-21561
FORM N-1A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. __
POST-EFFECTIVE AMENDMENT NO. 11

AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 11

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

It is proposed that the filing will become effective:

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

If appropriate, check the following box:
This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
Title of Securities Being Registered: Common Stock, $0.01 par
value per share

Pursuant to Rule 24f-2, the Registrant hereby registers an
indefinite amount of securities. On April 1, 1999,
Registrant filed the necessary Rule 24f-2 Notice and filing fee
with the Commission for its fiscal year ended December 31, 1998.

NICHOLAS MONEY MARKET FUND, INC.

FORM N-1A

PART A: PROSPECTUS

NICHOLAS MONEY MARKET FUND, INC.

PROSPECTUS
APRIL 30, 1999

The Fund is a money market fund and its primary investment
objective is to achieve as high a level of current income as is
consistent with preserving capital and providing liquidity.

This Prospectus gives vital information about the Fund. For
your benefit and protection, please read it before you invest,
and keep it on hand for future reference.

Investment Adviser
NICHOLAS COMPANY, INC.

Minimum Initial Investment - $2,000

AS WITH ALL MUTUAL FUNDS, THE
SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
OF THE FUND'S SHARES OR DETERMINED WHETHER THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANYONE
WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME.

700 NORTH WATER STREET * SUITE 1010 * MILWAUKEE, WISCONSIN 53202
414-272-6133 * 800-227-5987

TABLE OF CONTENTS
PAGE

AN OVERVIEW OF THE FUND................................. __

FUND INVESTMENTS........................................ __

INVESTMENT RISKS.......................................

FINANCIAL HIGHLIGHTS................................... __

THE FUND'S INVESTMENT ADVISER.......................... __

PRICING OF FUND SHARES AND USE OF AMORTIZED
COST METHOD OF VALUATION............................... __

PURCHASE OF FUND SHARES................................ __

REDEMPTION OF FUND SHARES.............................. __

EXCHANGE BETWEEN FUNDS................................. __

TRANSFER OF FUND SHARES................................ __

DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAX STATUS........ __

DIVIDEND AND DISTRIBUTION REINVESTMENT PLAN............. __

SYSTEMATIC WITHDRAWAL PLAN............................. __

INDIVIDUAL RETIREMENT ACCOUNTS......................... __

MASTER RETIREMENT PLAN................................. __

YEAR 2000 ISSUES....................................... __

APPENDIX A: DESCRIPTION OF COMMERCIAL PAPER
AND BOND RATINGS......................... A-1

FOR MORE INFORMATION ABOUT THE FUND.................... Back Cover

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, 1999 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, or a
solicitation of an offer to buy, shares of the Fund to any person
in any state or jurisdiction where it is unlawful to make such an
offer. 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.

AN OVERVIEW OF THE FUND

GOALS

The Fund is a money market fund and its primary investment goal is
to achieve as high a level of current income as is consistent with
preserving capital and providing liquidity.

PRINCIPAL INVESTMENT STRATEGIES

The Fund is managed to provide a stable share price of $1.00, 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 commercial paper, variable rate
demand notes, other corporate debt instruments that meet specific credit
quality and maturity standards (as discussed further herein), government
securities, financial institution obligations, and repurchase agreements
involving the foregoing securities. Financial institution obligations
include certificates of deposit and banker's acceptances.

Money market funds, such as the Fund, must meet certain portfolio
credit quality, maturity and diversification standards established by the
SEC under the Investment Company Act. These standards include
requirements to maintain high credit quality in its portfolio, maintain a
short average portfolio maturity to minimize the effects of changes in
interest rates on the value of the portfolio and to diversify the Fund's
investments among issuers to reduce the effects of a default by any one
issuer on the value of the Fund's shares. The Fund manages its portfolio
subject to these strict SEC guidelines. To minimize the effect of
changing interest rates on the net asset value of the Fund's shares, the
Fund intends to keep the weighted average maturity of its holdings to 90
days or less.

The Fund's 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.

For further information on the Fund's principal investment
strategies and how the Fund invests, see "Fund Investments" starting on
page _.

PRINCIPAL RISKS OF INVESTING

Money market funds are managed to maintain a $1.00 price per share.
Although the Fund seeks to preserve the value of your investment at $1.00
per share, it is possible to lose money by investing in the Fund. For
example, there are risks that the Fund's holdings could have their credit
ratings downgraded, or an issuer could default, or that interest rates
could rise sharply, thereby causing the value of the Fund's securities
(and its share price) to fall. As a result, there is a risk that the
price of the Fund's shares could fall below $1.00.

In addition, the Fund's yield will vary; it is not fixed for a
specific period like the yield on a bank certificate of deposit. There
also is no guarantee that the Fund's return will equal or exceed the rate
of inflation.

From time to time, the Fund may invest in repurchase agreements
(subject to certain restrictions discussed further herein). Under
repurchase agreements, the Fund buys U.S. Government securities from a
member bank of the Federal Reserve System or a primary dealer in U.S.
Government securities, and simultaneously agrees to sell the securities
back to the bank or primary dealer at a mutually agreed upon time and
price. While the underlying obligation is a U.S. Government security,
the obligation of the seller to repurchase the security is not guaranteed
by the U.S. Government. Delays or losses could result if the bank or
primary dealer defaults on its repurchase obligation or becomes
insolvent, which could adversely impact the Fund's net asset value per
share.

As with all mutual funds, there is no guarantee that the Fund will
achieve its goals. In addition, certain investments by the Fund and certain
investment techniques the Fund may use may entail other risks. Before
you invest, please read "Investment Risks" starting on page ___.

AN INVESTMENT IN THE FUND IS NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY
OTHER AGENCY OF THE U.S. GOVERNMENT. ALTHOUGH THE FUND TRYS TO MAINTAIN
A $1.00 PER SHARE PRICE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE
FUND.

WHO MAY WANT TO INVEST

The Fund may be appropriate for investors who:

* Want to earn income at current money market rates while
preserving the value of their initial investment
* Want a fund to complement a portfolio of more aggressive
investments
* Want a fund for short-term investments
* Desire a relatively secure, liquid investment for money
they may need for occasional or unexpected expenses

The Fund may NOT be appropriate if you:

* Require capital appreciation to meet your investment goal
* Are seeking maximum income

PERFORMANCE INFORMATION

Mutual fund performance is commonly measured as total return. Total
return measures the price change in a share assuming reinvestment of all
dividend income and capital gains distributions. All mutual funds must
use the same formula to calculate total return. The total returns that
follow are based on historical results and do not reflect the effect of
taxes.

The bar chart and table shown below indicate the risks of investing
in the Fund, by showing the variability of the Fund's total return from
year to year for the last ten calendar years, and by showing how the
Fund's historical performance compares with a broad measure of market
performance. Variability of returns is one measure of the risks of
investing in money market funds. The Fund's returns, as shown below,
have reflected changes in prevailing interest rates.
<TABLE>
<CAPTION>
BAR CHART PLOT POINTS
----------------------
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
8.97% 8.08% 5.75% 3.32% 2.71% 3.90% 5.64% 5.14% 5.26% 5.26%
</TABLE>

During the ten calendar year period shown in the above bar chart, the
highest quarterly return was 2.29% (for the quarter ended June 30, 1989)
and the lowest quarterly return was 0.65% (for the quarter ended June 30,
1993).

The table below shows how the Fund's average annual total returns for
the one, five and ten calendar year periods ending on December 31, 1998
(the Fund's most recently completed calendar and fiscal year), compare to
the average annual total return of the Consumer Price Index ("CPI").

ONE FIVE TEN
YEAR YEARS YEARS
----- ----- -----
The Fund........... 5.26% 5.04% 5.39%
CPI................ 1.61% 2.36% 3.14%

7-day Yield(1)..... 5.36%

(1) The Fund's 7-day yield as of December 31, 1998 was
calculated according to a required standard formula. To obtain
the Fund's current 7-day yield information, please call 1-800-
227-5987.

OF COURSE, THE FUND'S PAST PERFORMANCE IS NO GUARANTEE OF ITS FUTURE RETURNS.

FUND FEES AND EXPENSES OF THE FUND

FUND INVESTORS PAY VARIOUS EXPENSES, EITHER DIRECTLY OR INDIRECTLY.
THE TABLE BELOW DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU
BUY AND HOLD SHARES OF THE FUND.

SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (Load) Imposed on Purchases............. None
Maximum Deferred Sales Charge (Load)......................... None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends.. None
Redemption Fee............................................... (1)
Exchange Fee................................................. (2)
Maximum Account Fee.......................................... None

ANNUAL FUND OPERATING EXPENSES (3) (AS A PERCENTAGE OF AVERAGE NET ASSETS)
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees.............................................. 0.30%
Distribution [and/or Service] (12b-1) Fees(4)................ None
Other Expenses............................................... 0.18%
Total Annual Fund Operating Expenses......................... 0.48%
__________
(1) A fee of $12.00 is charged for each wire redemption.
(2) A fee of $5.00 is charged for each telephone exchange.
(3) Annual Fund Operating Expenses are based on expenses incurred for the
fiscal year ended December 31, 1998.
(4) Some mutual funds charge these fees to pay for advertising and other
costs of selling shares.

EXAMPLE: THIS EXAMPLE IS INTENDED TO HELP YOU COMPARE THE COSTS OF
INVESTING IN THE FUND WITH THE COST OF INVESTING IN OTHER MUTUAL
FUNDS.(1)

ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----

THE EXAMPLE ASSUMES THAT YOU
INVEST $10,000 IN THE FUND FOR THE
TIME PERIODS INDICATED AND THEN
REDEEM ALL OF YOUR SHARES AT THE
END OF THOSE PERIODS. THE
EXAMPLE ALSO ASSUMES THAT YOUR
INVESTMENT HAS A 5% RETURN
EACH YEAR AND THAT THE FUND'S
OPERATING EXPENSES REMAIN
THE SAME. ALTHOUGH YOUR
ACTUAL COSTS MAY BE HIGHER OR
LOWER, BASED ON THESE
ASSUMPTIONS, YOUR COSTS WOULD BE: $49 $154 $269 $604

_________

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

For a further description of the fees paid to the Fund's adviser, the
Nicholas Company, Inc., see "The Fund's Investment Adviser" on page ___.

PORTFOLIO MANAGEMENT

Mr. Jeffrey T. May is the Senior Vice President and Treasurer of the
Fund and the Adviser and the Portfolio Manager of the Fund.
Mr. May is primarily responsible for the day-to-day management of
the Fund's portfolio. Mr. May has been employed by the Adviser
since July 1987. He is a Certified Public Accountant.

FUND INVESTMENTS

The Fund's main goal is to achieve as high a level of
current income as is consistent with preserving capital and
providing liquidity.

The Fund is managed to provide a stable share price of
$1.00. The Fund's 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. Money
market funds, such as the Fund, must meet certain portfolio
credit quality, maturity and diversification standards
established by the SEC under the Investment Company Act of 1940
(the "Investment Company Act"). To minimize the effect of
changing interest rates on the net asset value of the Fund's
shares, the Fund intends to keep the weighted average maturity of
its holdings to 90 days or less.

To pursue the Fund's goal of high current income consistent
with stability of principal and providing liquidity, the Fund
invests only in short-term instruments (maturing in 397 days or
less from date of purchase) and primarily invests in the following
types of securities:

COMMERCIAL PAPER. (A SHORT-TERM UNSECURED
PROMISSORY NOTE THAT DOMESTIC OR FOREIGN CORPORATIONS
TYPICALLY ISSUE TO FINANCE CURRENT OPERATIONS AND OTHER
SHORT-TERM CREDIT NEEDS.) The Fund may buy commercial
paper only if it meets the following quality standards:

(a) rated A-2 or better by Standard & Poor's
Corporation ("S&P") or P-2 or better by Moody's
Investor Service, Inc. ("Moody's"), or the
equivalent rating by any of the national rating
organizations.

(b) if not rated as described above, either issued
or guaranteed as to payment of principal and interest
by companies which at the date of investment have an
outstanding debt issue (which is comparable in priority
and security) rated A-2 or better by S&P or P-2
or better by Moody's or the equivalent by any national
rating organization.

VARIABLE RATE DEMAND NOTES. (UNSECURED
INSTRUMENTS WHICH PROVIDE FOR PERIODIC ADJUSTMENTS IN
THE INTEREST RATE.) The Fund may purchase these
instruments if:

(a) rated A-2 or better by S&P and P-2 or
better by Moody's or the equivalent by any of the
national rating organizations; or

(b) if not rated as described above, either
issued or guaranteed as to payment of principal
and interest by companies which at the date of
investment have an outstanding debt issue (which is
comparable in priority and security) rated A-2 or
better by S&P or P-2 or better by Moody's.

OTHER CORPORATE OBLIGATIONS. Other debt
obligations issued by companies with a maturity of not
more than 397 days and rated at least A by S&P or Moody's
or the equivalent by any national rating organizations. An
example of a corporate obligation would be a fixed rate
debt security issued by a corporation which meets the
foregoing maturity and credit quality standards.

GOVERNMENT SECURITIES. (OBLIGATIONS ISSUED OR
GUARANTEED BY THE U.S. GOVERNMENT, OR ANY OF ITS
AGENCIES OR INSTRUMENTALITIES, OR OTHER GOVERNMENT
SECURITIES.)

FINANCIAL INSTITUTION OBLIGATIONS. (CERTIFICATES
OF DEPOSIT AND BANKERS' ACCEPTANCES.) Investments must
be obligations of:

(a) U.S. banks or savings and loan
associations (including foreign branches of such
banks) with a net worth of at least $100,000,000
or other banks and savings and loans if the
principal amount of the Fund's investment in a
certificate of deposit is insured by the Federal
Deposit Insurance Corporation ("FDIC"); or

(b) U.S. branches of foreign banks with
total assets of at least $1 billion U.S.

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 interest and
are normally 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.

REPURCHASE AGREEMENTS. Repurchase agreements
involving the securities listed above. However, the
Fund may 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, exceeds 10% of
the Fund's total net assets.

Subject to certain conditions under the Investment Company
Act the Fund may acquire securities that have not been rated (or
whose issuers have not received the requisite ratings on comparable
outstanding debt) If the Fund's Board of Directors determines that
they are of comprable quality to otherwise eligible securities.

There is no minimum or maximum percentage of the Fund's
assets which is required to be invested in the securities of
companies in any particular industry or group of industries.
However, the Fund is subject to the following percentage
limitations on its investments:

Not more than 5% of the Fund's total assets may be
invested in securities of unseasoned companies
(companies with a record of less than three years'
continuous operations)

Not more than 5% of the value of the Fund's total
assets may be invested in the securities of one issuer

Not more than 25% of the value of the Fund's total
assets may be invested in companies of any one industry
or group of related industries

These percentage limitations do not apply to securities
issued or guaranteed by the United States, its instrumentalities
or agencies. In addition, the 25% industry-related restriction
does not apply to obligations (including certificates of deposit
and bankers' acceptances) of banks or savings and loan
associations subject to regulation by the U.S. Government.

FOR A DESCRIPTION OF COMMERCIAL PAPER AND BOND RATINGS,
PLEASE SEE APPENDIX A TO THIS PROSPECTUS.

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 the investment, a later increase in percentage
resulting from a change in market value of the investment or
total assets of the Fund will not constitute a violation of that
restriction. The Fund may use many different investment
strategies in seeking its investment objectives, and it has
certain investment restrictions. These strategies and certain of
the restrictions and policies governing the Fund's investments
are explained in detail in the Fund's Statement of Additional
Information, which is incorporated by reference herein. If you
would like to learn more about how the Fund may invest, you
should request a copy of the Statement of Additional Information.
To learn how to obtain a copy of the Statement of Additional
Information, please see the back cover page of this Prospectus.

INVESTMENT RISKS

This section contains a summary description of the general
risks of investing in the Fund. As with any mutual fund, there
can be no guarantee that the Fund will meet its goals or that you
won't lose money on your investment. There is no guarantee the
Fund's performance will be positive over any period of time.

Money market funds are managed to maintain a $1.00 per share
price. Although the Fund seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by
investing in the Fund. In addition, the Fund's yield will vary;
it is not fixed for a specific period like the yield on a bank
certificate of deposit. There also is no guarantee that the
Fund's return will equal or exceed the rate of inflation.

Because of the following risks, you could lose money on
your investment in the Fund over the short- or long- term:

CREDIT RISK. There is a risk that any of the issuers of the
securities held by the Fund may have its credit rating
downgraded or will default (fail to make scheduled interest
or principal payments), potentially reducing the Fund's
income level and share price.

INTEREST RATE OR MARKET RISK. A sharp and unexpected rise
in interest rates could result in a decline in the prices of
fixed income securities in which the Fund invests. As a
result, the Fund's share price could drop below $1.00.

FOREIGN INVESTMENT RISK. Investments in obligations of a
foreign branch of a U.S. bank and U.S. branches of a foreign
bank or obligations issued by other governments may subject
the Fund to certain investment risks, including
international and political developments, foreign government
restrictions, foreign withholding taxes, possible seizure or
nationalization of deposits, the establishment of exchange
control regulations and the adoption of other governmental
restrictions that might affect the payment of principal and
interest on those securities. 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 is subject to certain investment restrictions on
foreign investing as described above.

REPURCHASE AGREEMENTS. The Fund may buy securities with the
understanding that the seller may buy them back with
interest at a later date. If the seller is unable to honor
its commitment to repurchase the securities, the Fund could
lose money. The Fund is subject to certain investment
restrictions on repurchase agreements as previously described.

ILLIQUID AND RESTRICTED SECURITIES. From time to time, the
Fund may purchase a portion of bonds, debentures or other
debt securities in private placements, in amounts not to
exceed 10% of the value of the total assets of the Fund.
Investments may be illiquid because of the absence of an
active trading market, making it difficult to value them or
dispose of them properly at an acceptable price. Restricted
securities may have a contractual limit on resale or may
require registration under federal securities laws before
they can be sold publicly. However, the Fund is subject to
an overriding restriction that all illiquid securities held
by the Fund may not exceed 10% of the value of the Fund's
total net assets. Difficulty in selling a security may
result in a loss to the Fund or additional costs.

AN INVESTMENT IN THE FUND IS NOT INSURED OR GUARANTEED
BY THE FDIC, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY
OF THE U.S. GOVERNMENT. ALTHOUGH THE FUND TRYS TO MAINTAIN
A $1.00 PER SHARE PRICE, IT IS POSSIBLE TO LOSE MONEY BY
INVESTING IN THE FUND.

While the Fund is subject to the risks as summarized above,
the Fund is subject to strict requirements relating to its
investments under federal law. The Fund must maintain high credit
quality in its portfolio (as indicated in "Fund Investments"),
maintain a short average portfolio maturity to reduce the effects
of changes in interest rates on the value of the Fund's
securities and diversify the Fund's investments among issuers so
as to reduce the effects of a default by any one issuer on the
value of the Fund's shares.

FINANCIAL HIGHLIGHTS

The financial highlights table below is intended to help you
understand the Fund's financial performance for the past five
fiscal years. Certain information reflects financial results for
a single Fund share. The total returns in the table represent
the rate that an investor would have earned on an investment in
the Fund (assuming the reinvestment of all dividends and
distributions). The following Financial Highlights of the Fund
for the five years ended December 31, 1998, have been audited by
Arthur Andersen LLP, independent public accountants, whose report
thereon is included in the Fund's Annual Report for the fiscal
year ended December 31, 1998. The table should be
read in conjunction with the financial statements and related
notes included in the Fund's Annual Report which is incorporated
by reference into the Statement of Additional Information and
which may be obtained without charge by writing or calling the
Fund.

<TABLE>
<CAPTION>
Year ended December 31,
-----------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
NET ASSET VALUE, BEGINNING OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00

INCOME FROM INVESTMENT OPERATIONS:
Net investment income..................... .052 .052 .050 .055 .038
----- ----- ----- ----- -----

LESS DISTRIBUTIONS:
Dividends (from net
investment income)..................... (.052) (.052) (.050) (.055) (.038)
----- ----- ----- ----- -----

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

TOTAL RETURN................................ 5.26% 5.26% 5.14% 5.64% 3.90%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (millions)........ $160.2 $117.8 $119.1 $111.8 $118.1

Ratio of expenses to average net assets..... .48% .51% .52% .51% .53%

Ratio of net investment income
to average net assets..................... 5.18% 5.15% 5.02% 5.50% 3.83%

</TABLE>

PLEASE CONSIDER THE PERFORMANCE INFORMATION ABOVE IN LIGHT OF THE FUND'S
INVESTMENT OBJECTIVES AND POLICIES, AND MARKET CONDITIONS DURING THE
REPORTED TIME PERIODS. AGAIN, YOU MUST REMEMBER THAT HISTORICAL
PERFORMANCE DOES NOT NECESSARILY INDICATE WHAT WILL HAPPEN IN THE
FUTURE.

THE FUND'S INVESTMENT ADVISER

Nicholas Company, Inc., located at 700 North Water Street,
Suite 1010, Milwaukee, Wisconsin, 53202, is the Fund's investment
adviser. The Adviser 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 five other mutual
funds, which, like the Fund, are sold without sales charge, and
to approximately 25 institutions and individuals with substantial
investment portfolios. The Adviser acts as investment adviser to
the following additional mutual funds: Nicholas Fund, Inc.,
Nicholas Income Fund, Inc., Nicholas II, Inc., Nicholas Limited
Edition, Inc. and Nicholas Equity Income Fund, Inc. As of
December 31, 1998, the Adviser had approximately $8 billion in
assets under management.

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 (0.30 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 shall at
least annually reimburse the Fund for all expenses incurred
in excess of this amount.

The Fund pays all of its operating expenses. Included as
"operating expenses," but not limited to, are fees of directors
who are not interested persons of the Adviser or officers
or employees of the Fund, salaries of administrative and
clerical personnel, association membership dues, auditing
and accounting services, legal fees and expenses,
printing, fees and expenses of any custodian or trustee
having custody of Fund assets, postage, charges and expenses of
dividend disbursing agents, registrars and stock transfer agents,
including the cost of keeping all necessary shareholder records
and accounts and handling any problems related thereto, and
certain other costs related to the aforementioned items.

Albert O. Nicholas is President and a Director of the Fund,
and Chief Executive Officer and Director of the Adviser, and is a
controlling person of the Adviser through his ownership of 91% of
the outstanding voting securities of the Adviser.

PRICING OF FUND SHARES AND USE OF
AMORTIZED COST METHOD OF EVALUATION

When you buy shares of the Fund, the price per share you pay
is the net asset value ("NAV") of a share of the Fund. The NAV
of a share of the Fund is determined by dividing the total value
in U.S. dollars of the Fund's total net assets by the total
number of shares outstanding at that time. The NAV of the Fund's
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 of the Fund. The NAV
is determined as of the close of trading on the New York Stock
Exchange ("NYSE") on each day the NYSE 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 NAV 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 NAV 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
SEC); (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 NAV 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.

PURCHASE OF FUND SHARES

MINIMUM To Open An Account......... 2,000
INVESTMENTS To Add To An Account....... 100
[ICON] Minimum Balance............ 2,000

The Fund's Automatic Investment Plan has
a minimum monthly investment of $50. Due to
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 investment
required due to shareholder redemption (but
not solely due to a decrease in net asset
value of the Fund). In order to exercise
this right, the Fund will give advance
written notice of at least 30 days to the
accounts below such minimum.

APPLICATION You may apply to purchase shares of
INFORMATION the Fund by submitting an application to
[ICON] Nicholas Money Market, Inc., c/o
Firstar Mutual Funds Services, LLC
("Firstar"), P.0. Box 2944, Milwaukee,
Wisconsin 53201-2944. See the back cover
page of this Prospectus for information on
how to contact the Fund. The Fund also has
available an Automatic Investment Plan for
shareholders. Anyone interested should
contact the Fund for additional information.

When you make a purchase, your price per
share (WHICH GENERALLY IS EXPECTED BY THE
FUND TO REMAIN CONSTANT AT $1.00 PER SHARE)
will be the NAV per share next determined
after the time the Fund receives your
application in proper order. The NAV is
calculated once a day based on the methods
previously described. The determination of NAV
for a particular day is applicable to all
purchase applications received in proper
order by the close of trading on the NYSE
on that day (usually 4:00 p.m., New York
time).

Generally, shares of the Fund may not be
purchased on days when the Federal Reserve
Banks are closed. Purchase of shares will be
made in full and fractional shares computed
to three decimal places.

You should be aware that DEPOSIT in the
U.S. mail or with other independent delivery
services, or receipt at Firstar's Post Office
Box, of purchase applications DOES NOT
constitute receipt by Firstar or the Fund. Do
not mail letters by overnight courier to the
post office box address. OVERNIGHT COURIER
DELIVERY SHOULD BE SENT TO FIRSTAR MUTUAL
FUNDS SERVICES, LLC, THIRD FLOOR, 615 EAST
MICHIGAN STREET, MILWAUKEE, WISCONSIN 53202.

All applications to purchase Fund shares
are subject to acceptance or rejection by
the Fund and are not binding until accepted.
Your application must be in proper order to
be accepted and may only be accepted by the
Fund or an authorized agent of the Fund.
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.
Checks are accepted subject to collection at
full face value in U.S. funds. The transfer agent
will charge a $20 fee against a shareholder's
account, in addition to any loss sustained by
the Fund, for any payment check returned to
the transfer agent for insufficient funds. The
Fund will not accept applications under
circumstances or in amounts considered
disadvantageous for shareholders. Any
account (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.

WIRE PURCHASE You also may purchase Fund shares via the
[ICON] Federal Reserve wire system. If a wire purchase
is to be an initial purchase, please call
Firstar (414-276-0535 or 800-544-6547) with
the appropriate account information prior to
sending the wire. Firstar will provide you
with a confirmation number for the wire
purchase which will ensure the prompt and
accurate handling of funds. To purchase
shares of the Fund by federal wire transfer,
instruct your bank to use the following
instructions:

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

Credit: Firstar Mutual Funds Services, LLC
Account 112-952-137

Further
Credit: Nicholas Money Market, Inc.
(shareholder account number)
(shareholder registration)

The Fund and its transfer agent
are not responsible for the consequences of
delays resulting from the banking or Federal
Reserve wire system, or from incomplete
wiring instructions.

CERTIFICATES The Fund's transfer agent, Firstar, will
[ICON] 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.

THIRD PARTY USE OF A PROCESSING INTERMEDIARY TO PURCHASE
PURCHASES FUND SHARES. Shares of the Fund may be purchased
[ICON] through certain broker-dealers, financial
institutions or other service providers
("Processing Intermediaries"). When shares
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.
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. Such
charges may vary among Processing
Intermediaries, but in all cases will be
retained by the Processing Intermediary and
not remitted to the Fund or the Adviser.

The Fund also may enter into an
arrangement with some Processing
Intermediaries authorizing them to process
purchase orders on behalf of the Fund on an
expedited basis (an "authorized agent").
Receipt of a purchase order by an authorized
agent will be deemed to be received by the
Fund for purposes of determining the NAV of
the Fund shares to be purchased. For
purchase orders placed through an authorized
agent, a shareholder will pay the Fund's NAV
per share next computed after the receipt by
the authorized agent of such purchase order,
plus any applicable transaction charge
imposed by the agent.

REDEMPTION OF FUND SHARES

REDEMPTION You may redeem Fund shares in whole or in
PRICE part by any of the methods described below. All
$ redemptions will be processed immediately upon receipt
[ICON] and written confirmations will be issued for
redemptions of Fund shares. The redemption
price will be the Fund's NAV (WHICH GENERALLY
IS EXPECETD BY THE FUND TO REMAIN CONSTANT AT
$1.00 PER SHARE) next computed
after the time of receipt by Firstar (or by
an authorized agent of the Fund) of the
certificate(s), or written request in the
proper form as described below, or pursuant
to proper telephone instructions as described
below.

REDEMPTION REQUESTS THAT CONTAIN
RESTRICTIONS AS TO THE TIME OR DATE
REDEMPTIONS ARE TO BE EFFECTED WILL BE
RETURNED AND WILL NOT BE PROCESSED.

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.

REDEMPTIONS If you redeem in writing, you must ensure
BY MAIL that the redemption request is signed by each
[ICON] shareholder in the exact manner as the Fund account is
registered and includes the redemption amount
and the shareholder account number.

You may redeem by delivering an
original signed written request for
redemption addressed to Nicholas Money Market
Fund, Inc., c/o Firstar Mutual Funds
Services, LLC, P.O. Box 2944, Milwaukee,
Wisconsin 53201-2944. If the account
registration is individual, joint tenants,
sole proprietorship, custodial (Uniform
Transfer to Minors Act), or general partners,
the written request must be signed exactly as
the account is registered. If the account is
owned jointly, all owners must sign.

FACSIMILE TRANSMISSION OF REDEMPTION REQUESTS IS NOT ACCEPTABLE.

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 must 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 IN WRITING, PLEASE
WRITE OR CALL FIRSTAR (414-276-0535 OR 800-
544-6547), PRIOR TO SUBMITTING A WRITTEN
REDEMPTION REQUEST. A WRITTEN REDEMPTION
REQUEST WILL NOT BECOME EFFECTIVE UNTIL ALL
DOCUMENTS HAVE BEEN RECEIVED IN PROPER FORM
BY FIRSTAR.

Shareholders who have an
individual retirement account ("IRA"), a
master retirement plan or other retirement
plan must indicate on their written
redemption requests whether or not to
withhold federal income tax. Redemption
requests lacking an election not to have
federal income tax withheld will be subject
to withholding. Please consult your current
Disclosure Statement for any applicable fees.

OVERNIGHT You should be aware that DEPOSIT in the mail or
DELIVERY with other independent delivery services or receipt
[ICON] at Firstar's Post Office Box of redemption requests
DOES NOT constitute receipt by Firstar or the Fund.
DO NOT mail letters by overnight courier to
the Post Office Box address. OVERNIGHT
COURIER DELIVERY SHOULD BE SENT TO
FIRSTAR MUTUAL FUNDS SERVICES, LLC, THIRD
FLOOR, 615 EAST MICHIGAN STREET, MILWAUKEE,
WISCONSIN 53202.

TELEPHONE Telephone redemption is automatically
REDEMPTIONS extended to all accounts in the Fund unless this
[ICON] privilege is declined in writing.This option does not
apply to IRA accounts and master retirement
plans for which Firstar Bank Milwaukee, N.A.
acts as custodian. Telephone redemptions can
only be made by calling Firstar at 800-544-
6547 or 414-276-0535. In addition to the
account registration, you will be required to
provide the account number and social
security number. Telephone calls will be
recorded.

Telephone redemption requests
must be received prior to the closing of the
NYSE (usually 4:00 p.m., New York time) to
receive that day's NAV. There will be no
exceptions due to market activity. During
periods of substantial economic or market
changes, telephone transactions may be
difficult to implement. If a shareholder is
unable to contact Firstar by telephone,
shares also may be redeemed by delivering the
redemption request in person or by mail. The
maximum telephone redemption is $50,000 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. Neither the Fund nor
Firstar will be responsible for the
authenticity of redemption instructions
received by telephone which they reasonably
believe to be genuine, even if such
instructions prove to be unauthorized or
fraudulent. The Fund and Firstar will employ
reasonable procedures to confirm that
instructions received by telephone are
genuine, and if they do not, they may be
liable for losses due to unauthorized or
fraudulent instructions.

The 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 also
ordinarily will be wired within seven days
after receipt of the request, and normally
will be wired on the next business day after
a NAV is determined. The Fund reserves the
right to hold payment up to 15 days or until
satisfied that investments made by check have
been collected.

You may instruct Firstar 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 charges a wire redemption fee of
$12.00. Please contact the Fund for the
appropriate form if you are interested in
setting your account up with wiring
instructions.

SIGNATURE A signature guarantee of each owner
GUARANTEES is required to redeem shares in the following
[ICON] situations, for all size transactions:
--- ----
* if you change the ownership on your account

* upon redemption of shares when certificates
have been issued for your account

* when you want the redemption proceeds sent to a
different address than is registered on
the account

* for both certificated and uncertificated shares,
if the proceeds are to be made payable
to someone other than the account owner(s)

* any redemption transmitted by federal wire transfer
to your bank not previously set up with the
Fund

* if a change of address request has been received
by the Fund or Firstar 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.

THIRD PARTY USE OF A PROCESSING INTERMEDIARY TO REDEEM FUND SHARES.
REDEMPTIONS As with the purchase of Fund shares, shares of the Fund
[ICON] may be sold through certain broker-dealers,
financial institutions and other service
providers ("Processing Intermediaries"). An
investor intending to redeem Fund shares
through his or her Processing Intermediary
should read the program materials provided by
the Processing Intermediary and follow the
instructions and procedures outlined therein.

Processing Intermediaries may
charge fees or other charges for the services
they provide to their customers. Such
charges vary among Processing Intermediaries,
but in all cases will be retained by the
Processing Intermediary and not remitted to
the Fund or the Adviser.

Investors who do not wish to use
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. IF YOU HOLD FUND
SHARES THROUGH A PROCESSING INTERMEDIARY, YOU
MUST REDEEM YOUR SHARES THROUGH SUCH
PROCESSING INTERMEDIARY. IN SUCH EVENT, YOU
SHOULD CONTACT THE PROCESSING INTERMEDIARY
FOR INSTRUCTIONS ON HOW TO REDEEM. If an
investor has originally invested directly
with the Fund, direct sale of Fund shares
through the Fund (and not the Processing
Intermediary) may be made without a
redemption charge.

The Fund also may enter into an
arrangement with some Processing
Intermediaries authorizing them to process
redemption requests on behalf of the Fund on
an expedited basis (an "authorized agent").
Receipt of a redemption request by an
authorized agent will be deemed to be
received by the Fund for purposes of
determining the NAV of Fund shares to be
redeemed. For redemption orders placed
through an authorized agent, a shareholder
will receive redemption proceeds which
reflect the NAV per share next
computed after the receipt by the authorized
agent of the redemption order, less any
redemption fees imposed by the agent.

EXCHANGE BETWEEN NICHOLAS FAMILY OF FUNDS
You may exchange Fund shares for shares of other
mutual funds for which Nicholas Company, Inc.
serves as the investment adviser.

GENERAL Nicholas Company, Inc. also is
adviser to the following funds which have
investment objectives and net assets as noted
below:
<TABLE>
<CAPTION>
NET ASSETS AT
FUND INVESTMENT OBJECTIVE DECEMBER 31, 1998
---- -------------------- ------------------
<S> <C> <C>
Nicholas Fund, Inc. Capital appreciation; Income as
a secondary consideration $5,823,474,514

Nicholas II, Inc. Long-term growth; Income as a
secondary consideration $1,109,497,195

Nicholas Limited Long-term growth
Edition, Inc.(1) $ 367,191,042

Nicholas Equity Reasonable income; Moderate
Income Fund, Inc. long-term growth as a secondary
Consideration $ 26,813,593

Nicholas Income High current income consistent
Fund, Inc. with the preservation and
conservation of capital value $ 239,419,855
</TABLE>
____________

(1) Shareholders are reminded, however,
that Nicholas Limited Edition,
Inc. is restricted in size to ten
million shares (without taking into account
shares outstanding as a result of capital
gain and dividend distributions), and that
the exchange privilege into that mutual
fund may be terminated or modified at any
time or times when that maximum is reached.

If you choose to exercise
the exchange privilege, the shares will be
exchanged at their next determined NAV
Shareholders interested in exercising
the exchange privilege must obtain an
authorization form and the appropriate
prospectus from Nicholas Company, Inc. When
an exchange into this Fund would involve
investment of the exchanged amount on a day
when the NYSE open for trading but the
Federal Reserve Banks are closed, shares
of the fund being exchanged will be redeemed on
the day upon which the exchange request is
received; however, issuance of Fund shares may
be delayed an additional business day in order
to avoid the dilutive effect on return (i.e.,
reduction in net investment income per share)
which would result from issuance of such
shares on a day when the exchanged amount
cannot be invested. In such a case, the
exchanged amount would be uninvested for this
one day period.

Shares of the Fund will
not be redeemed on any day when the Federal
Reserve Banks are closed.

Shareholders interested
in exercising the exchange privilege must
obtain the appropriate prospectus from
Nicholas Company, Inc.

EXCHANGE This exchange privilege is
BY available only in states where shares of the
MAIL fund being acquired may legally be sold, and
[ICON] the privilege may be terminated or modified
only upon 60 days advance notice to
shareholders. You may exchange shares of
the Fund for shares of other available
Nicholas mutual funds directly through
Nicholas Company, Inc. without cost
by written request.

If you are interested in exercising the
exchange by mail privilege, you may obtain the
appropriate prospectus from Nicholas Company, Inc.
Signatures required are the same as previously
explained under "Redemption of Fund Shares."

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

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

TRANSFER OF FUND SHARES

You may transfer Fund shares 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 (414-276-0535
or 800-544-6547) or Nicholas Company, Inc. (414-272-6133 or 800-
227-5987) prior to submitting any transfer requests.

DIVIDENDS, DISTRIBUTIONS 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.

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 business day following the day the purchase order
is confirmed. Shares redeemed will earn dividends through the
date of the redemption order. 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%
"backup withholding" on reportable dividends, capital gain
distributions (if any) and redemption payments.
Generally, shareholders subject to backup withholding will be
those (i) for whom a taxpayer identification number is not on file
with the Fund or who, to the Fund's knowledge, have furnished an
incorrect number; 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 or she 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 federal, state and local tax
aspects of an investment in the Fund.

DIVIDEND AND DISTRIBUTION REINVESTMENT PLAN

Unless you elect to accept cash in lieu of shares, all
dividend and capital gain distributions are automatically
reinvested in additional shares of the Fund through the Dividend
Reinvestment Plan. Unless otherwise requested, dividends will be
reinvested automatically in additional Fund shares on the last
business day of each month. All reinvestments are at the NAV per
share in effect on the dividend or distribution date and are
credited to the shareholder's account. Shareholders will be
advised of the number of shares purchased and the price following
each reinvestment.

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

SYSTEMATIC WITHDRAWAL PLAN

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

INDIVIDUAL RETIREMENT ACCOUNTS

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

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

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

Like the Roth IRA, contributions to an Education IRA are non-
deductible, but the investment earnings accumulate tax-free, and
distributions used for higher education expenses are not taxable.
Contribution limits are $500 per account and certain income
phaseouts apply.

As long as the aggregate IRA contributions meet the Fund's
minimum investment requirement of $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.

Because a retirement program involves commitments covering
future years, it is important that the investment objectives of
the Fund be consistent with the participant's retirement objectives.
Premature withdrawals from 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 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.

YEAR 2000 ISSUES

The "Year 2000" issue presents a significant technological
challenge for the securities industry. Due to the limited memory
and the high cost of storage space associated with early computer
equipment, the century was implied rather than actually stored.
As a result, many computer systems are unable to interpret dates
beyond 1999. Software and hardware which is not designed to work
across centuries may potentially malfunction on January 1, 2000.
Because dates are part of every securities transaction, accurate
date calculations are critical.

The Fund has focused on the Year 2000 computer conversion issue
and management believes that there should be a smooth transition
on the part of suppliers of services to the Fund. The Fund's
custodian bank and transfer agent has reported that the necessary
conversion process is in progress, and it appears to have
dedicated the appropriate level of resources to solve the problem.

The Adviser has identified and is taking steps it believes are
reasonably designed to resolve potential problems and address the
Year 2000 issue, although there can be no assurances that such
steps will be sufficient. The Adviser, which performs the Fund's
internal accounting and pricing functions, is in the process of re-
engineering its hardware to handle the century date, and has
identified and is taking steps to resolve potential software
problems. Some systems are currently compliant. Internal testing
is ongoing, and the Fund expects that all systems will have been
converted by mid-1999.

In addition, there can be no assurances that the Year 2000
issue will not have an adverse effect on issuers whose securities
are held by the Fund or on global markets or economies generally.

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.

A-1

PROSPECTUS

APRIL 30, 1999

NICHOLAS MONEY MARKET FUND, INC.

FOR MORE INFORMATION ABOUT THE FUND:

The Fund's Statement of Additional Information ("SAI"),
dated April 30, 1999, contains more detailed information on all
aspects of Nicholas Money Market, Inc., and is incorporated by
reference in this Prospectus. Additional information about the
Fund also is available in the Fund's Annual and Semi-Annual
Report to Shareholders.

To request a free copy of the current Annual/Semi-Annual
Report or SAI, or to make shareholder inquiries, please write or
call: Nicholas Money Market Fund, Inc., 700 North Water Street,
Milwaukee, Wisconsin 53202, 800-227-5987 (toll-free). Additional
information about the Fund also can be obtained from the Fund's
Internet website at www.nicholasfunds.com.

In addition, you can review the Fund's reports and SAIs at
the Public Reference Room of the SEC in Washington, D.C.
Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 800-SEC-0330. Reports and other
information about the Fund also are available on the SEC's
Internet website at www.sec.gov. For a duplicating fee, copies
of such information may be obtained by writing the Public
Reference Section of the SEC, Washington, D.C. 20549-6000.

For the most current price and return information for the
Fund, you may call the Fund at 800-227-5987 (toll-free) or 414-
272-6133 or check the Fund's website at www.nicholasfunds.com.
You also can find the most current 7-day yield of the Fund in the
business section of your newspaper in the money market fund
section under "Nicholas." If you prefer to obtain this
information from an on-line computer service, you can do so by
using the ticker symbol "NICXX." or cusip number 653739102.

NO LOAD FUND NO SALES CHARGE

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

Custodian
FIRSTAR BANK MILWAUKEE, N.A.
Milwaukee, Wisconsin

Transfer Agent
FIRSTAR MUTUAL FUND SERVICES, LLC
Milwaukee, Wisconsin
414-276-0535 or 800-544-6547

Independent Public Accountants
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin

Counsel
MICHAEL BEST & FRIEDRICH LLP
Milwaukee, Wisconsin
414-276-0535 or 800-544-6547

NICHOLAS MONEY MARKET FUND, INC.
700 NORTH WATER STREET SUITE 1010
MILWAUKEE, WISCONSIN 53202
www.nicholasfunds.com

INVESTMENT COMPANY ACT FILE NO. 811-5537

NICHOLAS MONEY MARKET FUND, INC.

FORM N-1A

PART B: STATEMENT OF ADDITIONAL INFORMATION

NICHOLAS MONEY MARKET FUND, INC.

STATEMENT OF ADDITIONAL INFORMATION

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

This Statement of Additional Information is not a prospectus
and contains information in addition to and more detailed than
that set forth in the current Prospectus of Nicholas Money Market
Fund, Inc. (the "Fund"), dated April 30, 1999. It is intended to
provide you with additional information regarding the activities
and operations of the Fund, and should be read in conjunction
with the Fund's current Prospectus and the Fund's Annual Report
for the fiscal year ended December 31, 1998, which is
incorporated herein by reference, as they may be revised from
time to time. The Fund's Prospectus provides the basic
information you should know before investing in the Fund.

To obtain a free 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, 1999
TABLE OF CONTENTS
PAGE

INTRODUCTION............................................... _

INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES.. _

INVESTMENT RESTRICTIONS.................................... _

INVESTMENT RISKS........................................... _

THE FUND'S INVESTMENT ADVISER.............................. _

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

PRINCIPAL SHAREHOLDERS..................................... _

PRICING OF FUND SHARES AND USE OF AMORTIZED COST METHOD OF
VALUATION.................................................. _

PURCHASE OF FUND SHARES.................................... _

REDEMPTION OF FUND SHARES.................................. _

EXCHANGE BETWEEN FUNDS..................................... _

TRANSFER OF FUND SHARES.................................... _

DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAX STATUS............ _

DIVIDEND AND DISTRIBUTION REINVESTMENT PLAN................ _

SYSTEMATIC WITHDRAWAL PLAN................................. _

INDIVIDUAL RETIREMENT ACCOUNTS............................. _

MASTER RETIREMENT PLAN..................................... _

BROKERAGE.................................................. _

PERFORMANCE DATA........................................... _

CAPITAL STRUCTURE.......................................... _

STOCK CERTIFICATES......................................... _

ANNUAL MEETING............................................. _

SHAREHOLDER REPORTS........................................ _

YEAR 2000 ISSUES........................................... _

CUSTODIAN AND TRANSFER AGENT............................... _

INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL.................. _

FINANCIAL INFORMATION...................................... _

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
the ("1940 Act"). As an open-end investment company, it obtains
its assets by continuously selling shares of its Common Stock,
$0.0001 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
PRINCIPAL INVESTMENT STRATEGIES

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. 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 other issued or guaranteed as to payment of
principal and interest by companies which at the date
of investment have an outstanding debt issue (which is
comparable in priority and security) rated A-2 or better
by S&P or P-2 or better by Moody's or the
equivalent by any NRSRO.

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 "Securities
Act"), including securities eligible for resale under
Rule 144A. Such securities are not registered for
purchase and sale by the public under the Securities
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.

2. Variable rate 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 issued or guaranteed
as to payment of principal and interest
companies which at the date of investment have an
outstanding debt issue which is comparable in priority
and security) rated A-2 or better by S&P or P-2
or better by Moody's.

Variable rate demand notes are unsecured
instruments which provide for periodic adjustments in
the interest rate.

3. Other debt instruments issued by corporations
maturing within 397 days and rated at least A by S&P
or Moody's or the equivalent.

4. Government Securities, as defined in the 1940 Act.
Government Securities are: (i) backed by the full
faith and credit of the United States (e.g., U.S.
Treasury obligations); (ii) supported by the
discretionary authority of the U.S. Government to
purchase the issuer's obligations (e.g., Fannie Mae
obligations); (iii) the right of the issuer to borrow
from the U.S. Government (e.g., obligations of Federal
Home Loan Banks); and (iv) supported only by the credit
of the issuer itself (e.g., obligations of the Student
Loan Marketing Association).

5. 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.

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.

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 also may invest in the securities of real estate
investment trusts ("REITs") 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 ("NASDAQ"), 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 "Pricing of Fund Shares and Use
of Amortized Cost Method of Valuation."

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 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 U.S. 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
REITs 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 NASDAQ , but not more than 10% in
value of the Fund's total assets will be invested in
REITs nor will more than 25% in value of the Fund's
total assets be invested in the real estate industry in
the aggregate.

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

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

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

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

4. The Fund may not issue senior securities in
violation of the 1940 Act. 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.

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

INVESTMENT RISKS

This section contains a summary description of the general
risks of investing in the Fund. As with any mutual fund, there
can be no guarantee that the Fund will meet its goals or that the
Fund's performance will be positive over any period of time.

Money market funds are managed to maintain a $1.00 per
share price. Although the Fund seeks to preserve the value
of your investment at $1.00 per share, it is possible to lose
money by investing in the Fund. In addition, the Fund's yield
will vary; it is not fixed for a specific period like the
yield on a bank certificate of deposit. There also is
no guarantee that the Fund's return will equal or exceed the rate
of inflation.

Because of the following risks, you could lose money on
your investment in the Fund over the short- or long- term:

FOREIGN INVESTMENT RISK. Investments in obligations of a
foreign branch of a U.S. bank and U.S. branches of a foreign
bank or obligation issued by other governments may
subject the Fund to certain investment risks,
including international and political developments, foreign
government restrictions, foreign withholding taxes, possible
seizure or nationalization of deposits, the establishment of
exchange control regulations and the adoption of other
governmental restrictions that might affect the payment of
principal and interest on those securities. 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 is subject to certain investment restrictions on
foreign investing as described above.

While the Fund is subject to the risks as summarized above,
the Fund is subject to strict requirements relating to its
investments under federal law. The Fund must maintain high credit
quality in its portfolio (as indicated herein), maintain a
short average portfolio maturity to reduce the effects
of changes in interest rates on the value of the Fund's
securities and diversify the Fund's investments among
issuers so as to reduce the effects of a default by
any one issuer on the value of the Fund's shares.

THE FUND'S INVESTMENT ADVISER

Nicholas Company, Inc., located at 700 North Water Street,
Suite 1010, Milwaukee, Wisconsin, is the Fund's investment
adviser. The Adviser furnishes the Fund with continuous
investment service and is responsible for overall management of
the Fund's business affairs, subject to supervision of the Fund's
Board of Directors. The Adviser is the investment adviser to
approximately 25 institutions and individuals with substantial
investment portfolios and to five mutual funds The other five
mutual funds for which the Adviser serves as investment adviser
are Nicholas Fund, Inc., Nicholas II, Inc., Nicholas Limited
Edition, Inc., Nicholas Equity Income Fund, Inc., and Nicholas
Income Fund, Inc., with primary investment objectives and net
assets as set forth below.

<TABLE>
<CAPTION>
NET ASSETS AT
FUND INVESTMENT OBJECTIVE DECEMBER 31, 1998
---- -------------------- --------------
<S> <C> <C>
Nicholas Fund, Inc. Capital appreciation $5,823,474,514

Nicholas II, Inc. Long-term growth $1,109,497,195

Nicholas Limited
Edition, Inc. Long-term growth $ 367,191,042

Nicholas Equity
Income Fund, Inc. Reasonable income $ 26,813,593

Nicholas Income High current income $ 239,419,855
Fund, Inc.

</TABLE>

The annual fee paid to the Adviser is paid monthly and is
based on the average net asset value of the Fund, as determined
by valuations made at the close of each business day of the
month. The annual fee is three tenths of one percent (0.30 of
1%) of the average net asset value of the Fund. Personnel of the
Adviser are primarily responsible for investment decisions
affecting the Fund's portfolio. At December 31, 1998, total net
assets of the Fund were $160,187,297.

Under an Investment Advisory Agreement with the Fund, the
Adviser, at its own expense and without reimbursement from the
Fund, furnishes the Fund with office space, office facilities,
executive officers and executive expenses (such as health
insurance premiums for executive officers). The Adviser also
bears all sales and promotional expenses of the Fund, other than
expenses incurred in complying with laws regulating the issue or
sale of securities. The Fund pays all of its operating expenses,
including, but not limited to, the costs of preparing and
printing post-effective amendments to its registration statements
required under the Securities Act and the 1940 Act 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, accounting and tax
consulting 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 certain other costs and costs related to the
aforementioned items.

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 at least annually reimburse the Fund for all fees
and expenses in excess of this amount. Any optional reimbursement
will be made at a time determined by the Adviser. During the
years ended December 31, 1998, 1997 and 1996, the
Fund paid the Adviser an aggregate of $436,618, $373,742, and
$338,132, 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 1940 Act, 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 Chairman, Chief Executive Officer and a Director of the
Adviser, and is a controlling person of the Adviser through his
ownership of 91% of the outstanding voting securities of the
Adviser. Thomas J. Saeger, Executive Vice President 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. David O.
Nicholas, Senior Vice President of the Fund, is President and
Chief Investment Officer and a Director of the Adviser. Lynn S.
Nicholas and Kathleen A. Evans, Vice Presidents of the Fund, are
also Senior Vice President and Vice President, respectively, of
the Adviser. David O. Nicholas and Lynn S. Nicholas are the son
and daughter, respectively, of Albert O. Nicholas. Jeffrey T.
May is Senior Vice President, Treasurer and Portfolio Manager of
the Fund and also is Senior Vice President and Treasurer of the
Adviser. 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 LLP, 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. Daniel J. Nicholas, a brother of Albert O. Nicholas, is a
private investor.

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

The overall operations of the Fund are conducted by the
officers of the Fund under the control and direction of its Board
of Directors. The Board of Directors governs the Fund and is
responsible for protecting the interests of shareholders. The
Board of Directors consists of individuals who meet periodically
throughout the year to oversee the Fund's activities and review
the Fund's performance. The following table sets forth the
pertinent information about the Fund's officers and directors as
of December 31, 1998:

Name, Age and Positions Principal Occupations
Address Held During Past
with Fund Five Years
------------------- ------------- -------------------------
* Albert O. Nicholas, President and Chairman and Chief Executive
67 Director Officer, Nicholas Company
700 N. Water Street Inc since 1998.
Milwaukee, WI 53202 Director of Nicholas Company
Inc. since 1967, and President
of Nicholas Company, Inc. From 1967
to 1998. He has been
Portfolio Manager (or Co-
Portfolio Manager, in
the case of Nicholas
Fund, Inc., since
November 1996) for, and
primarily responsible
for the day-to-day
management of, the
portfolios of Nicholas
Fund, Inc., Nicholas
Income Fund, Inc.,
and Nicholas
Equity Income Fund, Inc.
since the Nicholas
Company, Inc. has served
as investment adviser
for such funds. He is a
Chartered Financial Analyst.
Frederick F.
Hansen, 72 Director President, Hanseatic
759 N. Milwaukee Street Equities Corp., a
Milwaukee, WI 53202 private investment firm.

Melvin L. Schultz, 65 Director Director and Management
3636 N 124th Street Consultant, Professional
Wauwatosa, WI 53222 Management of Milwaukee,
Inc. He offers
financial advice to
members of the medical
and dental professions
and is a Certified
Professional Business
Consultant.
Jay H. Robertson, 47 Director Chairman of the Board of
660 E. Mason Street Robertson-Ryan and
Milwaukee, WI 53202 Associates, Inc., an
insurance brokerage firm.
David L. Johnson, 57 Executive Vice Executive Vice
700 N. Water Street President President, Nicholas
Milwaukee, WI 53202 Company, Inc., the
Adviser to the Fund, and
employed by the Adviser
since 1980. He is a
Chartered Financial
Analyst.
Thomas J. Saeger, 54 Executive Vice Executive Vice President
700 N. Water Street President and and Assistant Secretary,
Milwaukee, WI 53202 Secretary Nicholas Company, Inc.,
the Adviser to the Fund,
and employed by the
Adviser since 1969. He
is a Certified Public
Accountant.
David O. Nicholas, 37 Senior Vice President and Chief
700 N. Water Street President and Investment Officer of
Milwaukee, WI 53202 Portfolio Manager Nicholas Company, Inc.,
the Adviser to the Fund,
since April 1998. Director
of the Advisor since
December 1997,
and employed by the
Adviser since December
1985. He has been
Portfolio Manager for,
and primarily
responsible for the day-
to-day management of,
the portfolios of
Nicholas II, Inc. and
Nicholas Limited
Edition, Inc. since
March 1993. He also has
been Co-Portfolio
Manager of Nicholas
Fund, Inc. since
November 1996. He also
is a Chartered Financial
Analyst.
Jeffrey T. May, 42 Senior Vice Senior Vice President
700 N. Water Street President and and Treasurer, Nicholas
Milwaukee, WI 53202 Treasurer Company, Inc., the
Adviser to the Fund, and
employed by the Adviser
since July 1987. He has
been portfolio manager,
primarily responsible for
the day-to-day management
of the fund, since July 1988.
He is a Certified Public
Accountant.
Lynn S. Nicholas, 42 Senior Vice Senior Vice President,
700 N. Water Street President Nicholas Company, Inc.,
Milwaukee, WI 53202 the Adviser to the Fund,
and employed by the
Adviser since September
1983. She is a
Chartered Financial
Analyst.
Candace L. Lesak, 41 Vice President Employee, Nicholas
700 N. Water Street Company, Inc., the
Milwaukee, WI 53202 Adviser to the Fund,
since February 1983.
She is a Certified
Financial Planner.
Kathleen A. Evans, 50 Assistant Vice Vice President, Nicholas
700 N. Water Street President Company, Inc., the
Milwaukee, WI 53202 Adviser to the Fund, and
employed by the Adviser
since March 1985.

* Mr. Albert O. 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. Albert O. Nicholas is
Cheif Executive Officer and a director of the Adviser and owns
91% of the outstanding voting securities of the Adviser.

See "The Fund's 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.

The aggregate remuneration paid by the Fund during 1998 to
all Fund directors as a group amounted to $12,000. 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 by all directors of the Fund during the year
ended December 31, 1998. 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.
<TABLE>
<CAPTION>
Pension or Estimated Total Compensation
Aggregate Retirement Annual From Fund and Fund
Name and Compensation Benefits Benefits Complex Paid to
Position From the Accrued As Upon Directors (1)
Fund Part of Fund Retirement
Expenses
--------- ------------- ------------ ---------- -------------------
<S> <C> <C> <C> <C>
Albert O. Nicholas,
Director (2) $ 0 $ 0 $ 0 $ 0
Frederick F Hansen,
Director (2) $ 4,000 $ 0 $ 0 $ 8,000
Melvin L. Schultz,
Director (2) $ 4,000 $ 0 $ 0 $ 21,200
Jay H. Robertson
Director (2) $ 4,000 $ 0 $ 0 $ 8,000
</TABLE>

_______________

(1)During the fiscal year ended December 31, 1998, the Fund and
other funds in the Nicholas Fund Complex (i.e., those funds which
also have Nicholas Company, Inc. as its investment adviser, namely
Nicholas Fund, Inc., Nicholas II, Inc., Nicholas Income Fund,
Inc., Nicholas 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, 1998, the Fund compensated
the disinterested directors at a rate of $1,000 per director
per meeting attended. The disinterested directors did not
receive any other form or amount of compensation from the
Fund Complex during the fiscal year ended December 31, 1998.
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. 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. Messrs. Hansen and
Robertson also are directors of Nicholas Income Fund, Inc.

PRINCIPAL SHAREHOLDERS

Nicholas Company, Inc., the investment adviser to the Fund,
owned 7,188,395 shares as of December 31, 1998; the Nicholas
Family Foundation owned 186,664 shares; Albert O. Nicholas,
President and a Director of the Fund, Chief Executive Officer and
a Director of the Adviser, and owner of 91% of the outstanding
voting securities of the Adviser, owned 11,956,962 shares; and
the Nicholas Company, Inc. Profit-Sharing Trust, of which
Mr. Nicholas and David E. Leichtfuss are trustees, owned 357,898
shares. The collective beneficial ownership of Nicholas Company,
Inc. was 19,689,919 shares or 11.82% as of March 31, 1999.

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 March
31, 1999. All directors and executive officers of the Fund as a
group (eleven in number) beneficially owned approximately 16.13%
of the full shares of the Fund as of December 31, 1998.

PRICING OF FUND SHARES
AND USE OF AMORTIZED COST METHOD OF VALUATION

When you buy shares of the Fund, the price per share you pay
is the NET ASSET VALUE ("NAV") of a share of the Fund. The NAV
of a share of the Fund is determined by dividing the total value
in U.S. dollars of the Fund's total net assets by the total
number of shares outstanding at that time. THE NAV OF THE FUND'S
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 of the Fund. The NAV
is determined as of the close of trading on the New York Stock
Exchange ("NYSE") on each day the NYSE is open for unrestricted
trading and when the Federal Reserve Banks are open for business.

PURCHASE OF FUND SHARES

MINIMUM INVESTMENTS. The minimum initial purchase is $2,000
and the minimum for any subsequent purchase is $100, except in
the case of reinvestment of distributions or purchases through
the Automatic Investment Plan. The Fund's Automatic Investment
Plan has a minimum monthly investment of $50. Due to 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 investment required due to shareholder
redemption (but not solely due to a decrease in the NAV of the
Fund). In order to exercise this right, the Fund will give
advance written notice of at least 30 days to the accounts below
such minimum.

APPLICATION INFORMATION. You may apply to purchase shares
of the Fund by submitting an applicationto Nicholas Money Market,
Inc., c/o Firstar Mutual Funds Services, LLC ("Firstar"), P.0.
Box 2944, Milwaukee, Wisconsin 53201-2944. The Fund also has
available an Automatic Investment Plan for shareholders, whereby
you may invest $50 or more with the Fund at regular intervals.
Anyone interested should contact the Fund for additional
information.

When you make a purchase, the price per share (WHICH
GENERALLY IS EXPECTED BY THE FUND TO REMAIN CONSTANT AT $1.00 PER
SHARE) will be the NAV per share next determined after the time
the Fund receives your application in proper order. The NAV is
calculated once a day based on the methods previously described above.
The determination of NAV for a particular day is applicable to all
applications received in proper order by the close of trading on
the NYSE on that day (usually 4:00 p.m., New York time).
Applications to purchase Fund shares received in proper order
AFTER the close of trading on the NYSE will be based on the NAV
as determined as of the close of trading on the NEXT day the NYSE
is open.

Generally, shares of the Fund may not be purchased on days when
the Federal Reserve Banks are closed. Purchase of shares will be
made in full and fractional shares computed to three decimal
places.

You should be aware that DEPOSIT in the U.S. mail or with
other independent delivery services, or receipt at Firstar Mutual
Fund Services LLC's ("Firstar") Post Office Box, of purchase
applications DOES NOT constitute receipt by Firstar or the Fund.
DO NOT MAIL LETTERS BY OVERNIGHT COURIER TO THE POST OFFICE BOX
ADDRESS. OVERNIGHT COURIER DELIVERY SHOULD BE SENT TO FIRSTAR
MUTUAL FUNDS SERVICES, LLC, THIRD FLOOR, 615 EAST MICHIGAN
STREET, MILWAUKEE, WISCONSIN 53202.

All applications to purchase Fund shares are subject to
acceptance or rejection by the Fund and are not binding until
accepted. Applications must be in proper order to be accepted
and may only be accepted by the Fund or an authorized agent of
the Fund. 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.
Checks are accepted subject to collection at full face value in
U.S. funds. The transfer agent will charge a $20 fee against a
shareholder's account, in addition to any loss sustained by the
Fund, for any payment check returned to the transfer agent for
insufficient funds. The Fund will not to accept applications
under circumstances or in amounts considered disadvantageous for
shareholders. Any account (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.

WIRE PAYMENTS. You also may purchase Fund shares via the
Federal Reserve wire system. If a wire purchase is to be an
initial purchase, please call Firstar (414-276-0535 or 800-544-
6547) with the appropriate account information prior to sending
the wire. Firstar will provide you with a confirmation number
for the wire purchase which will ensure the prompt and accurate
handling of funds. To purchase shares of the Fund by federal
wire transfer, instruct your bank to use the following
instructions:

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

Credit: Firstar Mutual Funds Services, LLC
Account 112-952-137

Further Credit: Nicholas Money Market Fund, Inc.
(shareholder account number)
(shareholder registration)

The Fund and its transfer agent are not responsible for the
consequences of delays resulting from the banking or Federal
Reserve wire system, or from incomplete wiring instructions.

CERTIFICATES. The Fund's transfer agent, Firstar, 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.

THIRD PARTY PURCHASES - USE OF A PROCESSING INTERMEDIARY TO
PURCHASE FUND SHARES. Shares of the Fund may be purchased
through certain broker-dealers, financial institutions or other
service providers ("Processing Intermediaries"). When shares of
the Fund are purchased this way, the Processing Intermediary,
rather than its customer, may be the shareholder of record.
Certain service providers may receive compensation from the Fund
for providing transfer agent-related services relating to the
accounts held in street name. Processing Intermediaries may use
procedures and impose restrictions in addition to or different
from those applicable to shareholders who invest in the Fund
directly. 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. Such charges
may vary among Processing Intermediaries, but in all cases will
be retained by the Processing Intermediary and not remitted to
the Fund or the Adviser.

The Fund also may enter into an arrangement with some
Processing Intermediaries authorizing them to process purchase
orders on behalf of the Fund on an expedited basis (an
"authorized agent"). Receipt of a purchase order by an
authorized agent will be deemed to be received by the Fund for
purposes of determining the NAV of Fund shares to be purchased.
For purchase orders placed through an authorized agent, a
shareholder will pay the Fund's NAV per share next computed after
the receipt by the authorized agent of such purchase order, plus
any applicable transaction charge imposed by the agent.

REDEMPTION OF FUND SHARES

You may redeem Fund shares in whole or in part by any of the
methods described below. All redemptions will be processed
immediately upon receipt and written confirmation will be issued
for all redemptions of Fund shares. The redemption price will be the Fund's
NAV (WHICH IS GENERALLY EXPECTED BY THE FUND TO REMAIN CONSTANT
AT $1.00 PER SHARE) next computed after the time of receipt by
Firstar (or by an authorized agent of the Fund) of a written
request in the proper order as described below, or pursuant to
proper telephone instructions as described below.

REDEMPTION REQUESTS THAT CONTAIN RESTRICTIONS AS TO THE
TIME OR DATE REDEMPTIONS ARE TO BE EFFECTED WILL BE RETURNED AND
WILL NOT BE PROCESSED.

WRITTEN REDEMPTIONS. If you redeem in writing, you must
ensure that the redemption request is signed by each shareholder
in the exact manner as the Fund account is registered and
includes the redemption amount and the shareholder account
number. 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.

You may redeem by delivering an original signed written request
for redemption addressed to Nicholas Money Market Fund, Inc., c/o
FirstarMutual Funds Services, LLC, P.O. Box 2944, Milwaukee,
Wisconsin 53201-2944. If the account registration is
individual, joint tenants, sole proprietorship, custodial
(Uniform Transfer to Minors Act), or general partners, the
written request must be signed exactly as the account is
registered. If the account is owned jointly, all owners must
sign.

FACSIMILE TRANSMISSION OF REDEMPTION REQUESTS IS NOT ACCEPTABLE.

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 must 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 IN WRITING, PLEASE WRITE OR
CALL FIRSTAR (414-276-0535 OR 800-544-6547), PRIOR TO SUBMITTING
A WRITTEN REDEMPTION REQUEST. A WRITTEN REDEMPTION REQUEST WILL
NOT BECOME EFFECTIVE UNTIL ALL DOCUMENTS HAVE BEEN RECEIVED IN
PROPER ORDER BY FIRSTAR.

Shareholders who have an individual retirement account
("IRA"), a master retirement plan or other retirement plan must
indicate on their written redemption requests whether or not to
withhold federal income tax. Redemption requests lacking an
election not to have federal income tax withheld will be subject
to withholding. Please consult your current Disclosure Statement
for any applicable fees.

You should be aware that DEPOSIT in the mail or with other
independent delivery services or receipt at Firstar's Post Office
Box of redemption requests DOES NOT constitute receipt by Firstar
or the Fund. DO NOT mail letters by overnight courier to the
Post Office Box address. OVERNIGHT COURIER DELIVERY SHOULD BE
SENT TO THE FIRSTAR MUTUAL FUNDS SERVICES, LLC, THIRD FLOOR, 615
EAST MICHIGAN STREET, MILWAUKEE, WISCONSIN 53202.

TELEPHONE REDEMPTIONS. 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 Bank
Milwaukee, N.A. ("Firstar Bank")acts as custodian. Telephone
redemptions can only be made by calling Firstar at 800-544-6547
or 414-276-0535. In addition to the account registration, you
will be required to provide the account number and social
security number. Telephone calls will be recorded.

Telephone redemption requests must be received prior to the
closing of the NYSE (usually 4:00 p.m., New York time) to receive
that day's NAV. There will be no exceptions due to market
activity. During periods of substantial economic or market
changes, telephone transactions may be difficult to implement.
If a shareholder is unable to contact Firstar by telephone,
shares also may be redeemed by delivering the redemption request
in person or by mail. The maximum telephone redemption is
$50,000 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. Neither the Fund nor Firstar will
be responsible for the authenticity of redemption instructions
received by telephone which they reasonably believe to be
genuine, even if such instructions prove to be unauthorized or
fraudulent. The Fund and Firstar will employ reasonable
procedures to confirm that instructions received by telephone are
genuine, and if they do not, they may be liable for losses due to
unauthorized or fraudulent instructions.

EFFECT OF REDEMPTION. The Fund ordinarily will make payment
for redeemed shares within seven days after receipt of a request
in proper order, except as provided by the rules of the
Securities and Exchange Commission. Redemption proceeds to be
wired also ordinarily will be wired within seven days after
receipt of the request, and normally will be wired on the next
business day after a NAV is determined. The Fund reserves the
right to hold payment up to 15 days or until satisfied that
investments made by check have been collected.

You may instruct Firstar 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
charges a wire redemption fee of $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.

SIGNATURE GUARANTEES. A signature guarantee of each owner
is required to redeem shares in the following situations, for all
size transactions:

* if you change the ownership on your account

* when you want the redemption proceeds sent to a
different address than is registered on the account

* if the proceeds are to be made payable to someone
other than the account owner(s)

* any redemption transmitted by federal wire
transfer to your bank not previously set up with the
Fund

* if a change of address request has been received
by the Fund or Firstar 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.

THIRD PARTY REDEMPTIONS - USE OF A PROCESSING INTERMEDIARY
TO REDEEM FUND SHARES. As with the purchase of Fund shares,
shares of the Fund may be sold through certain broker-dealers,
financial institutions and other service providers ("Processing
Intermediaries"). Certain service providers may receive
compensation from the Fund for providing transfer agent-related
services relating to the accounts held in street name. An
investor intending to redeem Fund shares through his or her
Processing Intermediary should read the program materials
provided by the Processing Intermediary and follow the
instructions and procedures outlined therein.

Processing Intermediaries may charge fees or other charges
for the services they provide to their customers. Such charges
vary among Processing Intermediaries, but in all cases will be
retained by the Processing Intermediary and not remitted to the
Fund or the Adviser.

Investors who do not wish to use 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. IF YOU HOLD FUND SHARES THROUGH A PROCESSING INTERMEDIARY,
YOU MUST REDEEM YOUR SHARES THROUGH SUCH PROCESSING INTERMEDIARY.
IN SUCH EVENT, YOU SHOULD CONTACT THE PROCESSING INTERMEDIARY FOR
INSTRUCTIONS ON HOW TO REDEEM. If an investor has originally
invested directly with the Fund, direct sale of Fund shares
through the Fund (and not the Processing Intermediary) may be
made without a redemption charge.

The Fund also may enter into an arrangement with some
Processing Intermediaries authorizing them to process redemption
requests on behalf of the Fund on an expedited basis (an
"authorized agent"). Receipt of a redemption request by an
authorized agent will be deemed to be received by the Fund for
purposes of determining the NAV of Fund shares to be redeemed.
For redemption orders placed through an authorized agent, a
shareholder will receive redemption proceeds which reflect NAV
per share next computed after the receipt by the authorized agent
of the redemption order, less any redemption fees imposed by the
agent.

EXCHANGE BETWEEN NICHOLAS FAMILY OF FUNDS

You may exchange Fund shares for shares of other mutual
funds for which Nicholas Company, Inc. serves as the investment
adviser. Nicholas Company, Inc. also is adviser to the following
funds which have investment objectives and net assets as noted
below:
<TABLE>
<CAPTION>
NET ASSETS AT
FUND INVESTMENT OBJECTIVE DECEMBER 31, 1998
---- -------------------- ------------------
<S> <C> <C>
Nicholas Fund, Inc. Capital appreciation; Income as
a secondary consideration $5,823,474,514

Nicholas II, Inc. Long-term growth; Income as a
secondary consideration $1,109,497,195

Nicholas Limited Long-term growth;
Edition, Inc.(1) $ 367,191,042

Nicholas Equity Reasonable income; Moderate
Income Fund, Inc. long-term growth as a secondary
Consideration $ 26,813,593
Nicholas Income High current income consistent
Fund, Inc. with the preservation and
conservation of capital value $ 239,419,855

</TABLE>
____________

(1) Shareholders are reminded, however, that
Nicholas Limited Edition, Inc. is restricted in size to
ten million shares (without taking into account shares
outstanding as a result of capital gain and dividend
distributions), and that the exchange privilege into that
mutual fund may be terminated or modified at any time or
times when that maximum is reached.

If you choose to exercise the exchange privilege, the shares
will be exchanged at their next determined NAV. Shareholders
interested in exercising the exchange privilege must obtain an
authorization form and the appropriate prospectus from Nicholas
Company, Inc. When an exchange into this 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 being exchanged will be redeemed
on the day upon which the exchange request is received;
however, issuance of Fund shares may be delayed an
additional business day in order to avoid the dilutive
effect on return (i.e., reduction in net investment
income per share) which would result from issuance of such shares
on a day when the exchanged amount cannot be invested. In such a
case, the exchanged amount would be uninvested for this one day
period. Shares of the Fund will not be redeemed on any day when
the Federal Reserve Banks are closed. Shareholders interested in
exercising the exchange privilege must obtain the appropriate
prospectus from Nicholas Company, Inc.

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. You may exchange Fund shares for shares
of other mutual funds for which Nicholas Company, Inc. serves
as the investment adviser.

Exchange of shares can be accomplished in the following ways:

Exchange by Mail. You may exchange shares of the Fund for
shares of other available Nicholas mutual funds directly through
Nicholas Company, Inc. without cost by written request. If you
are interested in exercising the exchange by mail privilege, you
may obtain the appropriate prospectus from Nicholas Company, Inc.
Signatures required are the same as previously explained under
"Redemption of Fund Shares."

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

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

TRANSFER OF FUND SHARES

You may transfer Fund shares 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 (414-276-0535 or 800-544-6547) or Nicholas Company, Inc.
(414-272-6133 or 800-227-5987) prior to submitting any transfer
requests.

DIVIDENDS, DISTRIBUTIONS 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.

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.

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%
"backup withholding" on reportable dividends,
capital gain distributions (if any) and redemption payments.
Generally, shareholders subject to backup withholding will be
those (i) for whom a taxpayer identification number is not on file
with the Fund or who, to the Fund's knowledge, have furnished an
incorrect number; 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 or she 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 state and local tax aspects of
an investment in the Fund.

DIVIDEND AND DISTRIBUTION 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. A
shareholder may elect to accept cash on an application to purchase
shares or by separate written notification. Unless otherwise
requested, dividends will be reinvested automatically in
additional Fund shares on the last business day of each month. If
the application of such distributions to the purchase of
additional shares of the Fund would result in the issuance of
fractional shares, the Fund may, at its option, either issue
fractional shares (computed to three decimal places) or pay to the
shareholder cash equal to the value of the fractional share on the
dividend or distribution payment date. Shareholders will be
advised of the number of shares purchased and the price following
each reinvestment. As in the case of normal purchases, stock
certificates are not issued unless requested. In no instance will
a certificate be issued for a fraction of a share.

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

SYSTEMATIC WITHDRAWAL PLAN

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

INDIVIDUAL RETIREMENT ACCOUNTS

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

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

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

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

MASTER RETIREMENT PLAN

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

BROKERAGE

The Adviser is responsible for decisions to buy and sell
securities for the Fund and for the placement of the Fund's
investment business and the negotiations of the commissions to be
paid on such transactions. The Adviser selects a broker or dealer
for the execution of a portfolio transaction on the basis that
such broker or dealer will execute the order as promptly and
efficiently as possible subject to the overriding policy of the
Fund. This policy is to obtain the best market price and
reasonable execution for all its transactions, giving due
consideration to such factors as reliability of execution and the
value of research, statistical and price quotation services
provided by such broker or dealer. The research services provided
by brokers consist of recommendations to purchase or sell specific
securities, the rendering of advice regarding events involving
specific issuers of securities and events and current conditions
in specific industries, and the rendering of advice regarding
general economic conditions affecting the stock market and the
U.S. economy. The Fund and the Adviser are not affiliated
with any broker.

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 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.

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 Securities and Exchange 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

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

CAPITAL STRUCTURE

Nicholas Money Market Fund, Inc. is authorized to issue
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. There are no
conversion or sinking fund provisions applicable to shares, and
holders have no preemptive rights and may not cumulate their votes
in the election of directors. Shares are redeemable and are
transferable. Fractional shares entitle the holder to the same
rights as whole shares.

STOCK CERTIFICATES

The Fund will not issue certificates evidencing shares
purchased. 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.

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 1940 Act. 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 1940
Act.

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.

YEAR 2000 ISSUES

The Fund has focused on the Year 2000 computer conversion
issue and management believes that there should be a smooth
transition on the part of suppliers of services to the Fund. The
Fund's custodian bank and transfer agent has reported that the
necessary conversion process is in progress, and it appears to
have dedicated the appropriate level of resources to solve the
problem.

The Adviser has identified and is taking steps it believes
are reasonably designed to resolve potential problems and address
the Year 2000 issue, although there can be no assurances that such
steps will be sufficient. The Adviser, which performs the Fund's
internal accounting and pricing functions, is in the process of re-
engineering its hardware to handle the century date, and has
identified and is taking steps to resolve potential software
problems. Some systems are currently compliant. Internal testing
is ongoing, and the Fund expects that all systems will have been
converted by mid-1999.

In addition, there can be no assurances that the Year 2000
issue will not have an adverse effect on issuers whose securities
are held by the Fund or on global markets or economies generally.

CUSTODIAN AND TRANSFER AGENT

Firstar Bank acts as the Custodian of the Fund. Firstar, 615
East Michigan Street, Milwaukee, Wisconsin 53202, acts as Transfer
Agent and Dividend Disbursing Agent of the Fund. As Custodian,
Firstar Bankholds 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 Bank and Firstar do not exercise any supervisory function
over the management of the Fund, the purchase and sale of
securities or the payment of distributions to shareholders.

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 1940 Act. Michael
Best & Friedrich LLP, 100 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202, has passed on the legality of the shares of
Common Stock of the Fund being offered.

FINANCIAL INFORMATION

The schedule of investments, financial statements and notes
thereto and the Report of Independent Public Accountants contained
in the Annual Report of the Fund for the fiscal year ended December
31, 1998, which have been filed with the SEC pursuant to Rule 30d-1
of the 1940 Act, are incorporated herein by reference. You may
obtain a free copy of the Annual Report by writing or calling the Fund.

NICHOLAS MONEY MARKET FUND, INC.

FORM N-1A

PART C: OTHER INFORMATION

PART C. OTHER INFORMATION

ITEM 23. EXHIBITS

All exhibits required to be filed pursuant to Item
23 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 Securities
and Exchange Commission, as indicated in such Exhibit Index.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
FUND

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 25. 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. In addition, Registrant maintains a joint
errors and omissions insurance policy with a $2.0 million limit
of liability under which the Registrant, the Adviser and the
other funds advised by the Adviser, and each of their respective
directors and officers, are named insureds.

The investment 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 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT
ADVISER

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

ITEM 27. PRINCIPAL UNDERWRITERS

None.

ITEM 28. 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 29. MANAGEMENT SERVICES

None.
ITEM 30. 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, as
amended; 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,
hereby certifies that it meets all of the requirements for
effectiveness of this Amendment to its Registration Statement
pursuant to Rule 485(a) under the Securities Act of 1933, as
amended, and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, on the 16th day of February, 1999.

NICHOLAS MONEY MARKET FUND, INC.

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

Pursuant to the requirements of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
this Amendment to the Registration Statement has been signed
below by the following persons in the capacity indicated on
February 16, 1999.

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

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

/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.

EXHIBIT INDEX

Sequential
Exhibit No. Description Page No.
- ----------- ----------- ----------
(a) Articles of Incorporation of Registrant (as amended) *

(b) By-Laws of Registrant *

(d) Investment Advisory Agreement between Registrant
and Nicholas Company, Inc *

(e) Custodian Agreement between Registrant and First
Wisconsin Trust Company *

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

(g) Consent of Arthur Andersen LLP, independent public
accountants. **

(h) Financial Data Schedule --

(*) Powers of Attorney *

* Incorporated by reference to previous filings with the
Securities and Exchange Commission.
** Filed herewith.

LIST OF CONSENTS

1. Consent of Michael Best & Friedrich LLP
(filed herewith and included in Exhibit (i))

2. Consent of Arthur Andersen LLP
(filed herewith and included as Exhibit (j))

April 12, 1999

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.

3. The shares of Common Stock of the Fund to be
offered for sale pursuant to the Registration Statement have been
duly authorized and, upon the effectiveness of Post-Effective
Amendment No.10 to the Registration Statement and compliance with
applicable federal and state securities laws and regulations,
when sold, issued (within the limits authorized under the
Articles of Incorporation of the Fund) and paid for as
contemplated in the Registration Statement, such shares will have
been validly and legally issued, fully paid and non-assessable.

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

Very truly yours,

MICHAEL BEST & FRIEDRICH

David E. Leichtfuss

DEL/kls

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.

/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin,
April 23, 1999.