NICHOLAS MONEY MARKET FUND INC, 485BPOS, 2000-04-26

NICHOLAS MONEY MARKET FUND INC
485BPOS, 2000-04-26

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As filed with the Securities and Exchange Commission on April 26, 2000.

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. 12

AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 12

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:

immediately upon filing pursuant to paragraph (b)
on April 30, 2000 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 March 22, 2000, Registrant
filed the necessary Rule 24f-2 Notice and filing fee with the
Commission for its fiscal year ended December 31, 1999.

NICHOLAS MONEY MARKET FUND, INC.

FORM N-1A

PART A: PROSPECTUS

NICHOLAS MONEY MARKET FUND, INC.

PROSPECTUS
APRIL 30, 2000

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....................................................1
FUND INVESTMENTS...........................................................5
INVESTMENT RISKS...........................................................6
FINANCIAL HIGHLIGHTS.......................................................8
THE FUND'S INVESTMENT ADVISER..............................................9
PRICING OF FUND SHARES AND USE OF
AMORTIZED COST METHOD OF EVALUATION........................................9
PURCHASE OF FUND SHARES...................................................11
REDEMPTION OF FUND SHARES.................................................13
EXCHANGE BETWEEN NICHOLAS FAMILY OF FUNDS.................................16
TRANSFER OF FUND SHARES...................................................17
DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAX STATUS...........................17
DIVIDEND AND DISTRIBUTION REINVESTMENT PLAN...............................18
SYSTEMATIC WITHDRAWAL PLAN................................................18
INDIVIDUAL RETIREMENT ACCOUNTS............................................18
MASTER RETIREMENT PLAN....................................................19

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

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

You should rely only on the information contained in this document,
or incorporated by reference. The Fund has not authorized anyone to provided
you with information that is different.

This Prospectus is not 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. Changes in the affairs of the Fund have
possibly occurred between the date of the Prospectus and the time you receive
it.

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 proving 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, and
financial institution obligations. 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 5.

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.

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 6.

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 if you:

* Want to earn income at current money market rates while preserving
the value of your 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 you 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

The bar chart and table shown below indicate the risks of investing
in the Fund. They show the variability of the Fund's total return from year
to year for the last ten calendar years, and 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.

[CAPTION]
<TABLE>
BAR CHART PLOT POINTS

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
8.08% 5.75% 3.32% 2.71% 3.90% 5.64% 5.14% 5.26% 5.26% 4.91%

For the ten calendar year periods 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).

This next table shows how the Fund's average annual total returns for
the one, five and ten calendar year periods ending on December 31, 1999 (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........4.91%...........5.24%...................4.99%
CPI.............2.68%...........2.36%...................2.93%
7-day Yield(1)..5.62%

(1) The Fund's 7-day yield as of December 31, 1999 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 FEES AND 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)
ANNUAL FUND OPERATING EXPENSES...........................................(3)
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees........................................................0.30%
Distribution [and/or Service] (12b-1) Fees..............................None
Other Expenses.........................................................0.19%
Total Annual Fund Operating Expenses...................................0.49%

(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
year ended December 31, 1999.

-8-
EXAMPLE: THIS EXAMPLE HELPS YOU COMPARE THE COST OF INVESTING
IN THE FUND WITH THE COST OF INVESTING IN OTHER MUTUAL
FUNDS.
<CAPTION>

</TABLE>
<TABLE>
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
<C> <C> <C> <C> <C>

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: $50 $157 $274 $616
</TABLE>

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 9.

PORTFOLIO MANAGEMENT

Mr. Jeffrey T. May is Senior Vice President,
Treasurer of the Portfolio Manager of the
Fund and is primarily responsible for the
day-to-day management of the Fund's
portfolio. Jeffrey T. May is Senior Vice
President and Treasurer of the Adviser, and
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 the 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:

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; or

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 of the
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:

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

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, A by Moody's or the equivalent by any of the
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:

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

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.

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 comparable quality to otherwise
eligible securities.

There is no minimum percentage of the Fund's assets which
must be invested in the securities of companies in any particular
industry or group of industries. 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 discussed in the "Fund
Investments" section apply on the date of investment by the Fund.
Thus, if an investment satisfies a percentage restriction when it
is made, no violation of that restrictions occurs due to changes
afterwards in the market value of the investment or total assets
of the Fund. 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 principal
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
investmentover 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.

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.

RISKS RELATED TO CERTAIN OTHER PORTFOLIO INVESTMENTS AND
STRATEGIES. The Fund may use other investment strategies.
These strategies and the associated non-principal risks are
described in further detail in the Fund's Statement of
Additional Information which is incorporated by reference
herein.

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 TRIES 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 following Financial Highlights table helps you
understand the Fund's financial performance for the past five
fiscal years ended December 31, 2000. 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 reinvestment
of all dividends and distributions). The table has been examined
by Arthur Andersen LLP, independent public accountants, whose
report thereon is included in the Fund's Annual Report for the
fiscal year ended December 31, 1999. The table should be read in
conjunction with the financial statements and related notes
included in the Fund's Annual Report which are incorporated by
reference into the Statement of Additional Information and which
may be obtained without charge by calling or writing the Fund.

[CAPTION]
<TABLE>
YEAR ENDED DECEMBER 31
1999 1998 1997 1996 1995

<C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00

INCOME FROM INVESTMENT
OPERATIONS:
Net investment income .048 .052 .052 .050 .055

LESS DISTRIBUTIONS:
From net
investment income (.048) (.052) (.052) (.050) (.055)

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

TOTAL RETURN 4.91% 5.26% 5.26% 5.14% 5.64%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (millions) $140.9 $160.2 $117.8 $119.1 $111.8
Ratio of expenses to average net assets .49% .48% .51% .52% 51%
Ratio of net investment income
to average net assets 4.76% 5.18% 5.15% 5.02% 5.50%

</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

The Adviser is the investment adviser to five other mutual
funds and to approximately 25 institutions and individuals with
substantial investment portfolios. The additional mutual funds
it advises are: Nicholas Fund, Inc., Nicholas Income Fund, Inc.,
Nicholas II, Inc., Nicholas Limited Edition, Inc. and Nicholas
Equity Income Fund, Inc. As of December 31, 1999, the Adviser
had approximately $7 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. Operating
expenses include, but not limited to, fees paid for attendance at
Board meetings to 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 and costs related to the aforementioned
items.

Albert O. Nicholas is President and a Director of the Fund,
is 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 the Fund. The NAV 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 the 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 the Fund by submitting an
application
INFORMATIONto Nicholas Money Market, Inc., c/o
Firstar Mutual Fund Services, LLC ("Firstar"),
[ICON] P.O. 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
purchase price per share (WHICH GENERALLY IS
EXPECTED BY THE FUND TO REMAIN CONSTANT AT $1.00
PER SHARE) will be the net asset value ("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 Fund Services, LLC, Third
Floor, 615 East Michigan Street, Milwaukee,
Wisconsin 53202.

Your application to purchase Fund
shares must be in proper order to be accepted, may
only be accepted by the Fund or an Authorized
Agent and is not binding until accepted.
Applications must be accompanied by payment in
U.S. funds. Your check should be 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 your account, in addition
to any loss sustained by the Fund, if any payment
check is returned to the transfer agent for
insufficient funds. The Fund will not accept
applications under circumstances or in amounts
considered disadvantageous for shareholders. If
you open an account (including custodial accounts)
without a proper social security number or
taxpayer identification number, it may be
liquidated. Proceeds will be distributed to the
owner(s) of record on the first business day
following the 60th day of investment, net of the
backup withholding tax amount.

WIRE PAYMENTS You also may purchase Fund shares via the
Federal Reserve wire system
[ICON] 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
any 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 , N.A.
ABA 075000022

Credit: Firstar Mutual Fund 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
[ICON] shareholder's account with the number of shares
purchased. Written confirmations are issued for
all purchases of Fund shares. The Fund won't
issue certificates representing Fund shares
purchased.

THIRD PARTY USE OF A PROCESSING
INTERMEDIARY TO PURCHASE FUND SHARES.

PURCHASES
You can purchase shares of the Fund through
[ICON] certain broker- dealers, financial institutions
or other service providers ("Processing Intermediaries").
If you do, the Processing Intermediary, rather
than you, 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. You should read the program
materials provided by the Processing Intermediary
in conjunction with this Prospectus before you
invest in the Fund this way.

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. If
you place a purchase orderthrough an Authorized
Agent, you 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 Authorized
Agent.

Of course, you do not have to use
the services of a Processing Intermediary, or pay
the fees that may be charged for such services.
You can invest directly with the Fund without a
sales charge.

REDEMPTION OF FUND SHARES

REDEMPTION
You may redeem all or part of your Fund shares by
PRICE any of the methods described below. All
redemptions will be processed immediately
[ICON] upon receipt and written confirmations
will be issued for all redemptions of Fund shares.
The redemption price will be the Fund's NAV (WHICH
GENERALLY IS EXPECTED BY THE FUND TO REMAIN
CONSTANT AT A $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.

THE FUND WILL RETURN AND NOT
PROCESS REDEMPTION REQUESTS THAT CONTAIN
RESTRICTIONS AS TO THE TIME OR DATE REDEMPTIONS
ARE TO BE EFFECTED.

If any of the shares you want
redeemed were purchased recently by personal or
certified check, the Fund reserves the right to
hold a payment up to 15 days or until notified
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, be sure that the redemption
request is BY MAIL signed by each shareholder in the exact
manner as the Fund account is registered and is
[ICON] registered and include 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 Fund 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.

YOU MAY NOT FAX YOUR REDEMPTION REQUEST.

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 YOU ARE UNCERTAIN ABOUT WHAT
DOCUMENTS OR INSTRUCTIONS ARE NECESSARY IN ORDER
TO REDEEM SHARES, 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.

OVERNIGHT
You should be aware that deposit in the mail
or with other independent DELIVERY delivery services
or receipt at Firstar's Post
Office Box of redemption requests does
[ICON] 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 Fund
Services, LLC, Third Floor, 615 East Michigan
Street, Milwaukee, Wisconsin 53202.

TELEPHONE REDEMPTIONS
can redeem your shares by telephone unless you decline
[ICON] this option in writing. Telephone redemptions can only
be made by calling Firstar (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, you may have
difficulty making a redemption by telephone. If
you are unable to contact Firstar by telephone,
you may redeem your shares 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 liable for following
instructions communicated by telephone which they
reasonably believe to be genuine. 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 pays 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
notified 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 is required to
redeem shares in the following situations, for all
size transactions:

GUARANTEES
[ICON]
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, you must have your
signature guaranteed if you request redemption of
$100,000 or more from your account. Your
redemption will not be processed until the
signature guarantee, if required, is received in
proper order. 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, you may redeem
[ICON] shares of the Fund through certain broker-dealers,
financial institutions and other service providers
("Processing Intermediaries"). You should read
the program materials provided by the Processing
Intermediary before you redeem your shares of the
Fund this way. Then follow those instructions and
procedures.

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.

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, you 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.

Of course, you do not have to use
the services of a Processing Intermediary, or pay
the fees that may be charged for such services,
unless you hold Fund shares through a Processing
Intermediary. Then you must redeem your shares
through such Processing Intermediary. In such
event, you should contact the Processing
Intermediary for instructions on how to redeem.
Otherwise if you originally invested directly with
the Fund, you can redeem Fund shares through the
Fund without a redemption charge.

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.

EXCHANGES
Nicholas Company, Inc. also is adviser to the
[ICON] following funds which have investment objectives and net
assets as noted below:

NET ASSETS AT FUND INVESTMENT OBJECTIVE
DECEMBER 31, 1999

Nicholas Fund, Inc.Capital appreciation $ 5,154,231,564

Nicholas II, Inc. Long-term growth $940,854,205

Nicholas Limited Long-term growth $ 278,796,360
Edition, Inc.(1)

Nicholas Equity Reasonable income; Moderate
Income Fund, Inc.long-term growth as a secondary consideration
$ 18,504,520

Nicholas Income High current income consistent
Fund, Inc. with the preservation and conservation of
capital value $202,774,668

(1) You should be aware 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). 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, your shares will be exchanged
at their next determined NAV. If you exercise an
exchange into this Fund on a day when the NYSE is
open for trading but the Federal Reserve Banks are
closed, your shares of the fund being exchanged
will be redeemed on the day upon which the
exchange request is received; however, issuance of
Fund shares will be delayed one business day. 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.

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

EXCHANGE The exchange privilege
BY may be terminated or modified
MAIL only upon 60 days advance notice to
shareholders. You may exchange shares of the
[ICON] 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 also may exchange by telephone among all
Nicholas
BY mutual funds. Only exchanges of $500.00 or
TELEPHONE more will be executed using the telephone exchange
privilege. Firstar charges a
[ICON] $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. You are allowed four telephone
exchanges per account during any twelve-month
period.

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 (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. You can obtain documents and instructions
necessary to transfer Fund shares 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, you must certify under penalties of perjury that the
taxpayer identification number you give to the Fund is correct
and that you are not subject to backup withholding.

The foregoing tax discussion relates to federal income taxes
only and is not intended to be a complete discussion of all
federal tax consequences. You 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
and Distribution Reinvestment Plan (the "Reinvestment Plan").
You may elect to accept cash on the application to purchase
shares, by telephone 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.
All reinvestments are at the NAV per share in effect on the
dividend or distribution date and are credited to the
shareholder's account. Firstar will notify you of the number of
shares purchased and the price following each reinvestment.

You may withdraw from or thereafter elect to participate in
the Reinvestment Plan at any time by giving written or telephonic
notice to Firstar. 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 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 Reinvestment Plan at any
time on 30 days written notice to participants.

SYSTEMATIC WITHDRAWAL PLAN

If you own $10,000 or more of Fund shares at the current
market value may open a Systematic Withdrawal Plan (the "Plan")
and receive monthly, quarterly, semiannual or annual checks for
any designated amount. Firstar reinvests all income and capital
gain dividends in shares of the Fund. You may add shares to,
withdraw shares from, or terminate the Plan, at any time. Each
withdrawal may be a taxable event to you. 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 who receive compensation, including earnings
from self-employment 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.

Qualifying individuals who have a traditional IRA may make
deductible contributions to it. Taxation of the income and gains
paid to a traditional IRA by the Fund is deferred until
distribution from the IRA.

Qualifying individuals who maintain a Roth IRA may make non-
deductible contributions to it. However, the amounts within the
Roth IRA 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 phase-
outs apply.

Like the Roth IRA, qualifying individuals may make non-
deductible contributions to an Education IRA, 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 phase-outs 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 contributions 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 you to consult with your
personal tax adviser to determine the deductibility of IRA
contributions.

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

MASTER RETIREMENT PLAN

The Fund has available a Master Retirement Plan for
self-employed individuals. You may contact the Fund for
additional information or if you wish to participate in the plan.
Consultation with a tax adviser regarding the tax consequences of
the plan is recommended.

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, 2000

NICHOLAS MONEY MARKET FUND, INC.

FOR MORE INFORMATION ABOUT THE FUND:

The Fund's Statement of Additional Information ("SAI"),
dated April 30, 2000, 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 Semiannual Report
to Shareholders.

To request a free copy of the current Annual/Semiannual
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 Securities and Exchange
Commission 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."

INVESTMENT ADVISER
NICHOLAS COMPANY, INC.
Milwaukee, Wisconsin
414-272-6133 or 800-227-5987

TRANSFER AGENT CUSTODIAN
FIRSTAR MUTUAL FUND SERVICES, LLC FIRSTAR
INSTITUTIONAL CUSTODY SERVICES
Milwaukee, Wisconsin Milwaukee, Wisconsin
414-276-0535 or 800-544-6547

INDEPENDENT PUBLIC ACCOUNTANTS COUNSEL
ARTHUR ANDERSEN LLP MICHAEL BEST & FRIEDRICH LLP
Milwaukee, Wisconsin Milwaukee, Wisconsin

NO LOAD FUND NO SALES CHARGE

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

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, 2000. 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, 1999, 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 OR REDEMPTION CHARGE BY THE FUND

Investment Adviser
NICHOLAS COMPANY, INC.

April 30, 2000

[CAPTION]
<TABLE>
TABLE OF CONTENTS
PAGE
<C> <C>

INTRODUCTION 1

INVESTMENT OBJECTIVES AND INVESTMENT STRATEGIES 1

INVESTMENT RESTRICTIONS 3

INVESTMENT RISKS 5

THE FUND'S INVESTMENT ADVISER 6

MANAGEMENT - DIRECTORS, EXECUTIVE OFFICERS AND
PORTFOLIO MANAGER OF THE FUND 8

PRINCIPAL SHAREHOLDERS 11

PRICING OF FUND SHARES AND USE OF
AMORTIZED COST METHOD OF VALUATION 11

PURCHASE OF FUND SHARES 12

REDEMPTION OF FUND SHARES 13

EXCHANGE BETWEEN NICHOLAS FAMILY OF FUNDS 16

TRANSFER OF FUND SHARES 17

DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAX STATUS 17

DIVIDEND AND DISTRIBUTION REINVESTMENT PLAN 18

SYSTEMATIC WITHDRAWAL PLAN 18

INDIVIDUAL RETIREMENT ACCOUNTS 18

MASTER RETIREMENT PLAN 19

BROKERAGE 19

PERFORMANCE DATA 19

CAPITAL STRUCTURE 20

STOCK CERTIFICATES 20

ANNUAL MEETING 20

SHAREHOLDER REPORTS 20

CUSTODIAN AND TRANSFER AGENT 21

INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL 21

FINANCIAL INFORMATION 21

</TABLE>

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"). This type of investment is commonly called a
mutual fund. 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
INVESTMENT STRATEGIES

The Fund has adopted primary investment objectives which are
fundamental policies. The section captioned "FUND INVESTMENTS"
in the Fund's Prospectus describes the principal investment
objectives and the investment policies applicable to the Fund.
Please read the Prospectus in conjunction with this Statement of
Additional Information. The Fund also has adopted ertain other
investment strategies and 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. Set forth
below is additional information on the other Fund investment
strategies and permissible investments which the Fund may use in
an effort to obtain its primary objective.

CERTAIN OTHER INVESTMENT STRATEGIES AND PORTFOLIO INVESTMENTS

From time to time 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.

From time to time the Fund may invest 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.

The Fund also may invest in repurchase agreements involving the
securities discussed in the "FUND INVESTMENTS" section of the
Fund's prospectus. .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 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. The Fund has a
fundamental policy that it will not enter into repurchase
agreements which will not mature within seven days if any such
investment, together with all other assets held by the Fund which
are not readily marketable, amounts to more than 10% of its total
net assets.

The Fund also may invest in the securities of real estate
investment trusts ("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.

All percentage limitations discussed in this section apply
on the date of investment by the Fund. Thus, if an investment
satisfies a percentage restriction when it is made, no violation
of that restriction occurs due to changes afterwards in the
market value of the investment or the total assets of the Fund.

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.

INVESTMENT RESTRICTIONS WHICH MAY BE CHANGED WITHOUT SHAREHOLDER
APPROVAL

The Fund's Board of Directors has adopted the following
restrictions which may be changed by the Board of Directors of
the Fund without shareholder approval;

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

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

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

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

The Board will give advance notice to shareholders of any change
to these investment restrictions by filing with the SEC an
amended Statement of Additional Information.

All percentage limitations apply on the date of investment
by the Fund. Thus, if an investment satisfies a percentage
restriction when it is made, no violation of that restriction
occurs due to changes afterwards in the market value of the
investment or the total assets of the Fund.

INVESTMENT RISKS

THIS SECTION CONTAINS A SUMMARY DESCRIPTION OF THE GENERAL
RISKS OF OTHER INVESTMENT STRATEGIES AND RELATED INVESTMENTS OF
THE FUND AS DISCUSSED IN THIS STATEMENT OF ADDITIONAL
INFORMATION. FOR A DESCRIPTION OF THE PRINCIPAL RISKS OF
INVESTING IN THE FUND, PLEASE SEE THE "INVESTMENT RISKS" SECTION
IN THE FUND'S PROSPECTUS. AS WITH ANY MUTUAL FUND, THERE CAN BE
NO GUARANTEE THAT YOU WON'T LOSE MONEY ON YOUR INVESTMENT. THERE
IS NO GUARANTEE THE FUND WILL MEET ITS GOALS OR THAT THE FUND'S
PERFORMANCE WILL BE POSITIVE OVER ANY PERIOD OF TIME.

ILLIQUID AND RESTRICTED SECURITIES. Investments in illiquid
or restricted securities, which may be acquired by the Fund
from time to time, may be illiquid or volatile 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.
Difficulty in selling a security may result in a loss to the
Fund or additional costs.

FOREIGN INVESTMENT RISK. From time to time the Fund may
invest 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 which 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. 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. If the seller is unable to honor its commitment
to repurchase the securities, the Fund could lose money. 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 is subject to certain investment
restrictions on repurchase agreements as previously
described.

REAL ESTATE INVESTMENT TRUSTS AND OTHER REAL ESTATE-BASED
SECURITIES. From time to time, the Fund may invest in REITs
and other real estate-based securities listed on a national
securities exchange or authorized for quotation on NASDAQ.
These securities are subject to risks related to the real
estate industry. The performance of these securities are
dependent on the types and locations of the properties owned
by the entities issuing the securities and how well the
properties are managed. For instance, the income of the
properties could decline due to vacancies, increased
competition or poor management, and the property values of
the properties could decrease due to a decline in
neighborhood condition, overbuilding, uninsured damages
caused by natural disasters, property tax increases or other
factors. In addition, these securities also are subject to
market risk (the risk that stock prices overall will decline
over short or even extended periods) and interest rate risk
(the risk that the prices of these securities will decrease
if interest rates rise). At time of investment not more
than 10% of the Fund's total assets may be invested in
REITs, and in the aggregate, not more than 25% of the Fund's
total assets may be invested in the real estate industry.

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 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 and approximately 25 institutions and
individuals with substantial investment portfolios. The other
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.

[CAPTION]
<TABLE>

FUND NET ASSETS AT
1999 PRIMARY INVESTMENT OBJECTIVE DECEMBER 31, 1999
- --------- ------------------------------ -----------------
<C> <C> <C>
Nicholas Fund, Inc. Capital Appreciation $ 5,154,231,564
Nicholas II, Inc. Long-Term Growth $ 940,854,205
Nicholas Limited Edition, Inc. Long-Term Growth $ 278,796,360
Nicholas Equity Income Fund, Inc. Reasonable Income $ 18,504,520
Nicholas Income Fund, Inc. High Current Income $ 202,774,668

</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. At December 31,
1999, total net assets of the Fund were $140,949,418.

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 by offsetting
against its fee all expenses incurred in excess of this amount.
The total expenses of the Fund as a percentage of net assets for
the year ended December 31, 1999 were 0.49%. During the years
ended December 31, 1999, 1998 and 1997, the Fund paid the Adviser
an aggregate of $450,181, $436,618 and $373,742, 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.

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
pays 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 for all of its operating
expenses, including, but not limited to, the costs of preparing
and printing its registration statements required under the
Securities Act and the 1940 Act, and any amendments thereto, the
expense of registering its shares with the Securities and
Exchange Commission and in the various states, the printing and
distribution cost of prospectuses mailed to existing shareholders
and to persons making unsolicited requests for information, the
cost of stock certificates, reports to shareholders, interest
charges, taxes and legal fees and expenses. Also included as
"operating expenses" which are paid by the Fund 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, printing and mailing
expenses, postage and 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.

The Investment Advisory Agreement with the Adviser 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, is Chief Executive Officer and Chairman of the
Board 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 is Senior Vice President and Treasurer of the
Adviser. Candace L. Lesak is Vice President of the Fundand is an
employee of the Adviser. David E. Leichtfuss, 100 E. Wisconsin
Avenue, Milwaukee, Wisconsin, is a Director and Secretary of the
Adviser. Mr. Leichtfuss 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 Director Emeritus 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, 1999:

[CAPTION]
<TABLE>
NAME, AGE AND POSITIONS PRINCIPAL OCCUPATIONS
ADDRESS HELD DURING PAST WITH FUND
FIVE YEARS
- ------------- ----------------- --------------------------
<C> <C> <C>
* Albert O. President and Chief Executive Officer
Nicholas, 69 Director and Chairman of the Board,
700 North Water Nicholas Company, Inc.,
Street the Adviser to the Fund.
Milwaukee, WI He has been Portfolio
53202 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
Adviser has served as
investment adviser for
such funds. He is a
Chartered Financial
Analyst.
Frederick F. Director President, Hanseatic
Hansen, 73 Equities Corp., a private
759 North investment firm.
Milwaukee Street
Milwaukee, WI
53202

Melvin L. Director Director and Management
Schultz, 66 Consultant, Professional
3636 North Management of Milwaukee,
124th Street Inc. He is a Certified
Wauwatosa, WI Professional Business
53222 Consultant and provides
financial advice to
members of the medical and
dental professions.
Jay H. Director Chairman of the Board of
Robertson, 48 Robertson-Ryan and
660 East Mason Associates, Inc., an
Street insurance brokerage firm.
Milwaukee, WI
53202

David L. Executive Vice Executive Vice President,
Johnson, 58 President Nicholas Company, Inc.,
700 North Water the Adviser to the Fund,
Street and employed by the
Milwaukee, WI Adviser since 1980. He is
53202 a Chartered Financial
Analyst.

Thomas J. Executive Vice Executive Vice President
Saeger, 55 President and and Assistant Secretary,
700 North Water Secretary Nicholas Company, Inc.,
Street the Adviser to the Fund,
Milwaukee, WI and employed by the
53202 Adviser since 1969. He is
a Certified Public
Accountant.

NAME, AGE AND POSITIONS PRINCIPAL OCCUPATIONS
ADDRESS HELD DURING PAST
WITH FUND FIVE YEARS
- ----------- ----------------- --------------------------

David O. Senior Vice President, Chief
Nicholas, 38 President Investment Officer and
700 North Water Director, Nicholas
Street Company, Inc., the Adviser
Milwaukee, WI to the Fund, and employed
53202 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 is a
Chartered Financial
Analyst.
Jeffrey T.
May, 43 Senior Vice Senior Vice President and
700 North Water President, Treasurer, Nicholas
Street Treasurer and Company, Inc., the Adviser
Milwaukee, WI Portfolio Manager to the Fund, and employed
53202 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. Vice President Senior Vice President,
Nicholas, 43 Nicholas Company, Inc.,
700 North Water the Adviser to the Fund,
Street and employed by the
Milwaukee, WI Adviser since September
53202 1983. She is a Chartered
Financial Analyst.
Kathleen A. Assistant Vice Vice President, Nicholas
Evans, 51 President Company, Inc., the Adviser
700 North Water to the Fund, and employed
Street by the Adviser since March
Milwaukee, WI 1985.
53202

Candace L. Vice President Employee, Nicholas
Lesak, 42 Company, Inc., the Adviser
700 North Water to the Fund, since
Street February 1983. She is a
Milwaukee, WI Certified Financial
53202 Planner.

</TABLE>
* 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. is Chief Executive Officer and a director
of the Adviser and owns 91% of the outstanding voting
securities of the Adviser.

The Investment Advisory Agreement between the Fund and
Nicholas Company, Inc. states that the Fund shall pay the
directors' fees of directors who are not interested persons of
Nicholas Money Market Fund, Inc. The amount of such fees is
subject to increase or decrease at any time, but is subject to
the overall limitation on the Fund's annual expenses.

The table below sets forth the aggregate compensation
received by all directors of the Fund during the year ended
December 31, 1999. 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.
[CAPTION]
<TABLE>
TOTAL
PENSION OR COMPENSAT
AGGREGATE RETIREMENT ESTIMATE ION FROM
COMPENSATIO BENEFITS D ANNUAL FUND AND
N FROM ACCRUED AS BENEFITS FUND
THE FUND PART OF THE UPON COMPLEX
(1) FUND RETIREME PAID TO
EXPENSES NT DIRECTORS
NAME (1)
- ----------- ---------- ----------- -------- --------
<C> <C> <C> <C> <C>
Albert O. $ 0 $0 $0 $ 0
Nicholas (2)

Frederick F. $4,000 0 0 $ 8,000
Hansen (2)

Melvin L. $4,000 0 0 $21,200
Schultz (2)

Jay H. Robertson $4,000 0 0 $ 8,000
(2)
</TABLE>

(1) During the fiscal year ended December 31,1999, 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, 1999, the Fund compensated the disinterested
directors at a rate of $1,000 per director per meeting attended. Except for
reimbursement of out-of-pocket expenses, the disinterested directors did
not receive any other form or amount of compensation from the Fund Complex
during the fiscal year ended December 31, 1999. 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.

Pursuant to Rule 17j-1 under the Investment Company Act of
1940, as amended, the Fund is not required to adopt a Code of
Ethics governing personal trading activities of its officers,
directors and employees because it is a money market fund.
However, the Board of Directors of the Fund's adviser, the
Nicholas Company, Inc. (the "Adviser") has established and
adopted a Code of Ethics pursuant to Rule 17j-1. The Code
governs the personal trading activities of all "Access Persons"
of the Adviser. Access Persons include every director and
officer of the Adviser and investment companies managed by the
Adviser, including the Fund, as well as certain employees of the
Adviser who, in connection with their regular functions or
duties, make, participate in, or other information regarding the
purchase or sale of a security by the Adviser of the Fund, or
whose functions relate to the making of a recommendation with
respect to purchase or sales. The Code is based on the principle
that such Access Persons have a fiduciary duty to place the
interest of the Fund and the Adviser's other clients above their
own.

The Code provides for trading `black out " periods of
fifteen calendar days during which time Access Persons may not
trade in securities which have been purchased or sold by the Fund
or any other registered investment company or account to which
the Adviser serves as investment adviser, unless the transaction
is pre-approved by the Adviser. In addition, The Code bans
Access Persons from engaging in any manipulative or deceptive
practices in connection with certain securities held or acquired
by the Fund. The Code also requires that Access Persons obtain
pre-approval prior to investing in any initial public offering or
private placement.

PRINCIPAL SHAREHOLDERS

Nicholas Company, Inc., the investment adviser to the Fund,
owned 9,860,693 shares as of March 31, 2000; the Nicholas Family
Foundation owned 5,863,135 shares; and 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 22,016,542 shares. The
collective beneficial ownership of Nicholas Company, Inc. was
37,740,370 shares or 23.70% as of March 31, 2000.

No other persons are known to the Fund to own beneficially
or of record 5% or more of the outstanding shares of the Fund as
of March 31, 2000. All directors and executive officers of the
Fund as a group (eleven in number) beneficially owned
approximately 26.35% of the outstanding shares of the Fund as of
March 31, 2000.

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 the Fund. The NAV 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. The 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
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 INFORMATION. You may apply to purchase shares
of the Fund by submitting an application to Nicholas Money Market
Fund, Inc., c/o Firstar Mutual Fund Services, LLC ("Firstar"),
P.0. Box 2944, Milwaukee, Wisconsin 53201-2944. The Fund also
has available an Automatic Investment Plan for shareholders. You
should contact the Fund for additional information.

When you make a purchase, your purchase price per share
(WHICH GENERALLY IS EXPECTED BY THE FUND TO REMAIN CONSTANT AT
$1.00 PER SHARE) will be the net asset value ("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 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 Fund Services, LLC, Third Floor, 615 East Michigan Street,
Milwaukee, Wisconsin 53202.

Your application to purchase Fund shares must be in proper
order to be accepted and may only be accepted by the Fund or an
Authorized Agent of the Fund and is not binding until accepted.
Applications must be accompanied by payment in U.S. funds. Your
check should be 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 your account, in addition to any loss sustained by the
Fund, if any payment check is returned to the transfer agent for
insufficient funds. The Fund will not to accept applications
under circumstances or in amounts considered disadvantageous for
shareholders. If you open an account (including custodial
accounts) without a proper social security number or taxpayer
identification number, it may be liquidated. Proceeds will be
distributed to the owner(s) of record on the first business day
following the 60th day of investment, net of the backup
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 any 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, N.A.
ABA 075000022

Credit: Firstar Mutual Fund 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. The Fund won't issue certificates representing Fund
shares.

THIRD PARTY PURCHASES - USE OF A PROCESSING INTERMEDIARY TO
PURCHASE FUND SHARES. You can purchase shares of the Fund
through certain broker-dealers, financial institutions or other
service providers ("Processing Intermediaries"). If you do, the
Processing Intermediary, rather than you, 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. You should read the program
materials provided by the Processing Intermediary in conjunction
with this Prospectus before you invest in the Fund this way.

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.
If you place a purchase order through an Authorized Agent, you
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 Authorized Agent.

Of course, you do not have to use the services of a
Processing Intermediary, or pay the fees that may be charged for
such services. You can invest directly with the Fund without a
sales charge.

REDEMPTION OF FUND SHARES

You may redeem all or part of your Fund shares by any of the
methods described below. All redemptions will be processed
immediately upon receipt and written confirmations 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.

THE FUND WILL RETURN AND NOT PROCESS REDEMPTION REQUESTS
THAT CONTAIN RESTRICTIONS AS TO THE TIME OR DATE REDEMPTIONS ARE
TO BE EFFECTED.

WRITTEN REDEMPTIONS. If you redeem in writing, be sure that
the redemption request is signed by each shareholder in the exact
manner as the Fund account is registered and include the
redemption amount and the shareholder account number. If any of
the shares you want redeemed were purchased recently by personal
or certified check, the Fund reserves the right to hold a payment
up to 15 days or until notified 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 Firstar Mutual Fund 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.

YOU MAY NOT FAX YOUR REDEMPTION REQUESTS.

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 YOU ARE UNCERTAIN ABOUT WHAT DOCUMENTS OR INSTRUCTIONS
ARE NECESSARY IN ORDER TO REDEEM SHARES, 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.

If you have an individual retirement account ("IRA") or
other retirement plan, you must indicate on your written
redemption requests whether or not to withhold federal income
tax. Unless a redemption request specifies not to have federal
income tax withheld, the redemption 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 Firstar Mutual Fund Services, LLC, Third Floor, 615 East
Michigan Street, Milwaukee, Wisconsin 53202.

TELEPHONE REDEMPTIONS. You can redeem your shares by
telephone unless you decline this option in writing. Telephone
redemptions can only be made by calling Firstar (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, you may have difficulty making a redemption by
telephone. If you are unable to contact Firstar by telephone,
you may redeem your shares 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
liable for following instructions communicated by telephone which
they reasonably believe to be genuine. 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 pays 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
notified 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, you must have your signature guaranteed if you
request redemptions of $100,000 or more from your account. Your
redemption will not be processed until the signature guarantee,
if required, is received in proper order. 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, you
may redeem shares of the Fund 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. You
should read the program materials provided by the Processing
Intermediary before you redeem your shares of the Fund in this
way. Then follow those instructions and procedures.

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.

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, you
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
Authorized Agent.

You do not have to use the services of a Processing
Intermediary, or pay the fees that may be charged for such
servicesunless you hold Fund shares through a Processing
Intermediary. Then you must redeem your shares through such
Processing Intermediary. In such event, you should contact the
Processing Intermediary for instructions on how to redeem.
Otherwise if you originally invested directly with the Fund, you
can redeem Fund shares through the Fund without a redemption
charge.

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:

[CAPTION]
<TABLE>
NET ASSETS AT
FUND INVESTMENT OBJECTIVE DECEMBER 31, 1999
- ----------------------------------------------------------------------------
<C> <C> <C>
Nicholas Fund, Inc. Capital appreciation $ 5,154,231,564

Nicholas II, Inc. Long-term growth $ 940,854,205

Nicholas Limited
Edition, Inc. (1)Long-term growth $ 278,796,360

Nicholas Equity Income Reasonable income; Moderate
Fund, Inc long-term growth
as a secondary consideration $ 18,504,520
Nicholas Income High current income consistent
Fund, Inc. with the preservation and
conservation of capital value $ 202,774,668

</TABLE>
(1) You should be aware 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).
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, your
shares will be exchanged at their next determined NAV. If you
exercise an exchange into this Fund on a day when the NYSE is
open for trading but the Federal Reserve Banks are closed, your
shares of the fund being exchanged will be redeemed on the day
upon which the exchange request is received; however, issuance
of Fund shares will be delayed an additional business day. 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.

If you are interested in exercising the exchange privilege
you 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.

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 also may exchange by telephone
among all Nicholas mutual funds. Only exchanges of $500.00 or
more will 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. You are allowed four telephone exchanges per
account during any twelve-month period.

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 (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. You can obtain documents and
instructions necessary to transfer Fund shares 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.

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 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, you must certify under penalties of
perjury that the taxpayer identification number you give to the
Fund is correct and that you are not subject to backup
withholding.

The foregoing tax discussion relates to federal income
taxes only and is not intended to be a complete discussion of
all federal tax consequences. You 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
dividends and capital gains distributions are automatically
reinvested in shares through the Dividend and Distribution
Reinvestment Plan (the "Reinvestment Plan"). You may elect to
accept cash on the application to purchase shares or by
telephone 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. Firstar will notify you of the number of shares
purchased and the price following each reinvestment. As in the
case of normal purchases, stock certificates are not issued.

You may withdraw from or thereafter elect to participate
in the Reinvestment Plan at any time by giving written or
telephonic notice to Firstar. 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 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 Reinvestment Plan at any time on 30 days written notice to
participants.

SYSTEMATIC WITHDRAWAL PLAN

If you own $10,000 or more of Fund shares at the current
market value, you may open a Systematic Withdrawal Plan (the
"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. You may add
shares to, withdraw shares from, or terminate the Plan, at any
time. Each withdrawal may be a taxable event to you.
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 who receive compensation, including earnings
from self-employment 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.

Qualifying individuals who have a traditional IRA may
make deductible contributors to it. Taxation of the income and
gains paid to a traditional IRA by the Fund is deferred until
distribution from the IRA.

Qualifying individuals who maintain a Roth IRA may make
non-deductible contributions to it. 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 phase-outs apply.

Like the Roth IRA, qualifying individuals may make non-
deductible contributions to an Education IRA , 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 phase-outs
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 you to consult with your
personal tax adviser to determine the deductibility of 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 a retirement plan may
result in adverse tax consequences. 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. You may contact the Fund for
additional information or if you wish to participate in the
plan. Consultation with a tax adviser regarding the tax
consequences of the plan is recommended.

BROKERAGE

The Adviser decides which securities to buy for the Fund
and when to sell them. It also selects the broker or dealer
who places the Fund's investment business and negotiates their
commissions. The Adviser selects a broker or dealer to execute
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
companies and events and current conditions in specific
industries, and the rendering of advice regarding general
economic conditions affecting the stock market and the economy.
The Fund and the Adviser are not affiliated with any broker.

The Fund has not paid any brokerage commissions since
its inception (July 1, 1988).
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
appreciation and depreciation 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. All performance figures are based on
historical earnings and are not intended to indicate future
results.

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.

CUSTODIAN AND TRANSFER AGENT

Firstar Bank, N.A. ("Firstar Bank") acts as Custodian of
the Fund. Firstar, 615 East Michigan Street, Milwaukee,
Wisconsin 53202, acts as Transfer Agent and Dividend Disbursing
Agent of the Fund. As such, Firstar Bank holds all securities
and cash of the Fund, delivers and receives payment for
securities sold, receives and pays for securities purchased,
collects income from investments and performs other duties, all
as directed by officers of the Fund. Firstar 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, are the independent accountants for the Fund.
Michael Best & Friedrich LLP, 100 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202, have passed on the legality of the
shares of the Fund being offered.

FINANCIAL INFORMATION

The schedule of investments, the 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, 1999, 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

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 6-11 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 th day of April, 2000.

NICHOLAS MONEY MARKET FUND, INC.

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

Pursuant to the requirements of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
this Amendment to the Registration Statement has been signed
below by the following persons in the capacity indicated on April 26, 2000.

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

Albert O. Nicholas

Thomas J. Saeger*
Executive Vice President (Chief Financial Officer and
Chief Accounting Officer) and Treasurer

Thomas J. Saeger

Melvin L. Schultz*
Director

Melvin L. Schultz

Jay H. Robertson*
Director

Jay H. Robertson

*By: ------------------------------------------------
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

[CAPTION]
<TABLE>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
- ---------------- ------------------------- -------------
<C> <C> <C>
(a) Articles Incorporation of the Registrant *

(b) By-Laws of the Registrant *

(d) Investment Advisory Agreement, dated
April 27, 1988, between the Registrant and
Nicholas Company, Inc. *

(g) Custodian Agreement, dated April 27, 1988,
between the Registrant and Firstar Trust
Company *

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

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

(n) Financial Data Schedule *

(p) Nicholas Company, Inc. Code of Ethics and
Insider Trading Policy. **

Powers of Attorney *

</TABLE>

* 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))

EXHIBIT NO. (I)

OPINION OF MICHAEL BEST & FRIEDRICH LLP,
COUNSEL TO THE REGISTRANT, CONCERNING THE
LEGALITY OF THE REGISTRANT'S COMMON STOCK,
INCLUDING CONSENT TO THE USE THEREOF.

EXHIBIT NO. (J)

CONSENT OF ARTHUR ANDERSEN LLP,
INDEPENDENT AUDITORS.

EXHIBIT NO. (P)

NICHOLAS COMPANY, INC. CODE OF ETHICS
AND INSIDER TRADING POLICY.

April 26, 2000

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.11 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 (No. 33-
21561) for Nicholas Money Market Fund, Inc.

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
April 25, 2000

NICHOLAS COMPANY, INC.
CODE OF ETHICS
AND INSIDER TRADING POLICY

Nicholas Company, Inc., an investment adviser registered
under the Investment Advisers Act of 1940, as amended, hereby
adopts the following Code of Ethics and Insider Trading Policy
("Code") governing the conduct of personal trading by persons
associated with it. The purpose of this Code of Ethics and
Insider Trading Policy is to foster compliance with applicable
federal and state regulatory requirements and to eliminate
transactions suspected of being in conflict with the best
interests of the Company's clients. In addition, as an entity
with access to highly confidential and sensitive information, the
Company has potential exposure to liability or penalties under
the Federal securities laws for insider trading or other improper
use of information by employees or other persons under their
control. In addition, Section 204A of the Investment Advisors
Act of 1940 mandates that investment advisors adopt, maintain and
enforce policies and procedures to prevent insider trading or
other misuse of material, non-public information.

1. Definitions
-----------

A. Access Person.
--------------
As used in this Code, the term "Access Person" shall
mean any officer or director of Nicholas Company, Inc.,
or any employee of Nicholas Company, Inc. who, in
connection with his or her regular functions or duties,
makes, participates in, or obtains information
regarding the purchase or sale of a security by any
account to which the Company serves as investment
adviser, or whose functions relate to the making of any
recommendation with respect to such purchases or sales.

B. Company.
-------
As used in this Code, the term "Company" shall mean
Nicholas Company, Inc.

C. Beneficial Ownership.
--------------------
As used in this Code, the term "beneficial ownership"
shall be interpreted in the same manner as it would be
in determining whether a person is subject to the
provisions of Section 16 of the Securities Exchange Act
of 1934, as amended, and the rules and regulations
thereunder. Pursuant to Section 16, the term
"beneficial owner" shall mean any person who is deemed
a beneficial owner pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended. For the
purposes of Section 13(d), a beneficial owner includes
any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship, or
otherwise, has or shares: (1) voting power, which
includes the power to vote, or to direct the voting of,
such security; and/or (2) investment power, which
includes the power to dispose, or to direct the
disposition of, such security. For example, close
family or business relationships may give rise to a
degree of influence of one person over the voting or
investment decisions of another such as to result
in shared beneficial ownership. Typically, ownership
of securities by a spouse, minor child or a trust of
which an Access Person is grantor, beneficiary or
trustee, will be deemed beneficial ownership of those
securities by the related Access Person.

2. Insider Trading.
---------------

A. Introduction.
------------

Under the antifraud provisions of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), an
affirmative duty to disclose material non-public information
traditionally has been imposed on corporate "insiders"
participating in securities transactions. Ordinarily,
"insiders," who are corporate figures such as officers,
directors and controlling shareholders who have access to
confidential corporate information, owe a duty to a
company's shareholders not to trade on that information. A
corporate insider who is in possession of material inside
information must either disclose it to the investing public
or abstain from trading while the inside information remains
undisclosed. If disclosure prior to effecting a purchase or
sale would be improper or unrealistic, the alternative is to
forego the transaction.

The duty to disclose inside information before trading
arises from: (i) the existence of a relationship giving
access to information intended to be available only for a
corporate purpose and not for the personal benefit of
anyone; and (ii) the unfairness of allowing a corporate
insider to take advantage of that information while knowing
it is unavailable to the investing public. The Securities
and Exchange Commission has recognized that "a significant
purpose of the Exchange Act was to eliminate the idea that
the use of inside information for personal advantage was a
normal emolument of corporate office."

Under some circumstances, "outsiders" become
fiduciaries of shareholders and thus become subject to the
same duty to disclose or abstain as an insider. Such
persons assume the duties of an insider temporarily, by
virtue of a special relationship with the company. For the
duty to be imposed, however, the company must expect the
outsider to keep the disclosed non-public information
confidential, and the relationship must imply that duty.
For investment advisers, such as the Company, this duty may
be imposed on the basis of the Company's access to material
non-public information and the confidentiality relationship
which may exist between the Company and the registrant whose
securities the Company may trade on behalf of its clients.
As hereinafter discussed, any reference to an "insider"
shall apply to all access persons of the Company, and shall
relate to all securities of which the access person has
inside information.

Liability for trading on confidential information also
has been extended to non-insiders under a theory of
misappropriating information from their employers. The
misappropriation theory broadly proscribes the conversion by
insiders or others of material non-public information in
connection with the purchase or sale of securities. While a
person may gain a competitive advantage in the securities
marketplace through skill, one may not gain such an
advantage by stealing material non-public information in
breach of an employer-imposed fiduciary duty to
confidentiality. The misappropriation theory has been
applied to find violations of the antifraud provisions by an
employee of a financial printer, investment banking
employees, and a law firm's officer manager for trading in
securities of an employer's corporate client on the basis of
misappropriated information.

B. Materiality of Inside Information.
---------------------------------

Despite the "disclose or refrain from trading" rule, an
insider is not always foreclosed from investing merely
because he or she may be more familiar with company
operations than are outside investors. An insider's duty to
either disclose information or refrain from dealing arises
in "those situations which are essentially extraordinary in
nature and which are reasonably certain to have a
substantial effect on the market price of the security."
The Exchange Act only requires the disclosure of material
facts, allowing outsiders to make their own evaluations in
reaching investment decisions.

The test of materiality has been described as weighing
whether the information in question would have been
important to a reasonable investor in determining whether to
buy, sell or hold a security.

C. Disclosure of Inside Information.
--------------------------------

Information loses its inside character once it has been
effectively disclosed. It may be difficult to determine
when the information is sufficiently disseminated to allow
an insider to trade. An insider who traded immediately
after release to the news media, for example, but before the
news was published, was held in violation of the insider
trading prohibition. In that case, the court said that, at
a minimum, the insider should not have placed his order
until the news could reasonably have been expected to appear
over the media of widest circulation. The Securities and
Exchange Commission has said that "in order to effect a
meaningful public disclosure of corporate information, it
must be disseminated in a manner calculated to reach the
securities market place in general through recognized
channels of distribution, and public investors must be
afforded a reasonable waiting period to react to the
information."

How soon after the release of material information
insiders may begin to trade thus depends both on how
thoroughly and how quickly the information is published by
the news-wire services and the press. In addition, insiders
should refrain from trading following dissemination until
the public has had an opportunity to evaluate the
information thoroughly. Where the impact of the information
on investment decisions is readily understandable, as in the
case of an earnings report, the required waiting period will
be shorter than when the information must be interpreted
before its bearing on investment decisions can be evaluated.
While the waiting period is dependent on the circumstances,
certain stock exchanges recommend that insiders wait for at
least 24 hours after the general publication of the
information in a national medium. Where publication is not
so widespread, a minimum waiting period of 48 to 72 hours is
recommended.

D. Tipping.
-------

Not only are insiders, as fiduciaries, forbidden to
personally use undisclosed corporate information to their
advantage, they also may give such information to an
outsider for the similarly improper purpose of exploiting
the information for personal gain. "Tipping" is viewed as a
means of indirectly violating the "disclose or abstain from
trading" rule which applies to insiders.

Liability for tipping derives from the rule that
silence when trading with inside information constitutes a
fraud under the antifraud provisions of the Exchange Act if
there is a relationship of trust and confidence between
shareholders and the person trading on the inside
information. Unlike insiders who have independent fiduciary
duties to both the company and its shareholders, the typical
tippee has no such relationship. A tippee, however, is not
always free to trade on inside information. If the insider-
tipper has breached his or her fiduciary duty to
shareholders, the tippee inherits the duty to disclose or
abstain.

The tippee's duty to disclose or abstain is a
derivative of the duty of the insider. Some tippees assume
an insider's duty to the shareholders not because of
receiving the insider information, but rather because it has
been made available to them improperly. A tippee assumes a
fiduciary duty to the shareholders of a company not to trade
on material non-public information only when the insider has
breached a fiduciary duty to the shareholders by disclosing
the information to the tippee and the tippee knows or should
know there has been a breach.

E. Conclusion.
----------

The purpose of the foregoing discussion is to educate
and sensitize all access persons of the Company to insider
trading issues. Insider trading, or tipping, by any access
person of the Company is strictly prohibited.

3. Prohibited Activities
---------------------

A. No Access Person shall:

(1) Employ any device, scheme, or artifice
to defraud any client or prospective client of the
Company;

(2) Engage in any transaction, practice, or
course of business which operates as a fraud or
deceit upon any client or prospective client of
the Company;

(3) Acting for his/her own account,
knowingly to sell any security to or purchase any
security from a client, without disclosing to such
client in writing before the completion of such
transaction the capacity in which he/she is acting
and obtain the consent of the client to such
transaction; and

(4) Engage in any act, practice, or course
of business which is fraudulent, deceptive or
manipulative.

B. No Access Person shall purchase or sell, directly
or indirectly, for his/her own account, or acquire any
beneficial ownership in, any security which has been
purchased or sold within the preceding fifteen (15)
days by any registered investment company or account to
which the Company serves as investment adviser or which
to his/her knowledge will be purchased or sold within
the succeeding fifteen (15) days by any such registered
investment company or account to which the Company
serves as investment adviser, unless such purchase or
sale is approved in writing by Albert O. Nicholas,
David O. Nicholas or Jeffrey T. May, or a person
delegated by any of the foregoing, prior to the
effectuation of such purchase or sale. A copy of such
written approval shall be retained for a period of at
least five (5) years.

C. No Access Person shall purchase any security from,
or sell any security to, any registered investment
company or account to which the Company serves as
investment adviser, unless the sale or purchase
involves solely securities of which the registered
investment company is the issuer.

4. Exempt Purchases and Sales
--------------------------

The prohibitions in Section 2 of this Amended Code of
Ethics shall not be applicable to purchases effected upon
exercise of rights issued by an issuer pro rata to all
holders of a class of its securities, to the extent such
rights were acquired from such issuer, and sales of such
rights so acquired.

5. Reporting
---------

A. Within ten (10) days of the end of each fiscal
quarter of the Company, each Access Person shall report
in writing all purchases and sales of securities for
his/her own account, and all other transactions in
which he/she acquires or terminates any beneficial
ownership in a security. The report shall state the
title and amount of the security involved; the date and
the nature of the transaction (i.e., purchase, sale or
other acquisition or disposition); the price at which
it was effected; the reason for the transaction; and
the name of the broker, dealer or bank with or through
whom the transaction was effected. Such report may
also contain a statement declaring that the reporting
or recording of any such transaction shall not be
construed as an admission that the Access Person making
the report has any beneficial ownership in the
security.

6. Sanctions
---------

Mr. Jeffrey T. May, or another person designated by the
Board of Directors, shall review all reports submitted, and
shall determine if any violations of the Amended Code of
Ethics have occurred. If a violation of this Amended Code
of Ethics occurs, Albert O. Nicholas or the Board of
Directors of the Company may impose such sanctions as they
deem appropriate in the circumstances, including termination
of employment of the violator.