SENTRY FUND INC, N-1A EL/A, 1996-02-27

SENTRY FUND INC
N-1A EL/A, 1996-02-27

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<PAGE> 1

1933 Act File No. 2-34038
1940 Act File No. 811-1861

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. / /
----

Post-Effective Amendment No. 33 /X/
----

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 33 /X/
----

SENTRY FUND, Inc.
-----------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

1800 North Point Drive, Stevens Point, Wisconsin 54481
-----------------------------------------------------------------------------
(Address of Principal Executive Offices and Zip Code)

Telephone (715)346-6000
-----------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)

John A. Stenger
Sentry Fund, Inc.
1800 North Point Drive
Stevens Point, Wisconsin 54481
-----------------------------------------------------------------------------
(Name and Address of Agent for Service)

COPY TO:
Scott A. Moehrke
Godfrey & Kahn
780 North Water Street
Milwaukee, WI 53202

It is proposed that this filing will become effective (check appropriate box)

[ ] immediately upon filing pursuant to paragraph (b)
[X] on March 1, 1996, pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date), pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) 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.

Pursuant to Investment Company Act Rule 24f-2 under the Investment Company Act
of 1940, the Registrant has declared that an indefinite number of shares of
beneficial interest has been registered under the Securities Act of 1933. The
Rule 24f-2 Notice for the year ended October 31, 1995, was filed with the
Securities & Exchange Commission on or about December 28, 1995.

<PAGE> 2

SENTRY FUND, INC. CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
REGISTRATION STATEMENT PROSPECTUS REGISTRATION STATEMENT STATEMENT OF
Item No. Page Item No. ADDITIONAL
INFORMATION PAGE
- ---------------------- ---------- ---------------------- ----------------
<S> <C> <C> <C>
PART A

1. Cover Page 1 20. Tax Status B-11, B-12

2. Synopsis 2 21. Underwriters B-9, B-10

3. Condensed Financial 3 22. Calculation of B-11
Information Performance Data

4. General Description 4 23. Financial Statements B-15 - B-18
of Registrant

5. Management of the Fund 5

6. Capital Stock and Other
Securities 10

7. Purchase of Securities
Being Offered 6-8

8. Redemption or Repurchase 8-9

9. Pending Legal Proceedings N

<CAPTION>
STATEMENT OF
ADDITIONAL
PART B INFORMATION PAGE
------ ----------------
<S> <C>
10. Cover Page B-1

11. Table of Contents B-2

12. General Information B-3
and History

13. Investment Objectives B-3, B-4, B-5

14. Management of the B-6, B-7
Registrant

15. Control Persons and Princi- B-7
pal Holders of Securities

16. Investment Advisory B-7, B-8
and Other Services

17. Brokerage Allocation B-8, B-9
and Other Practices

18. Capital Stock and B-12
Other Securities

19. Purchase, Redemption B-10, B-11
and Pricing of Secur-
ities Being Offered
</TABLE>

N signifies omitted either because answer was in the negative or item
inapplicable.
<PAGE> 3
PART A
<PAGE> 4

SENTRY FUND, INC.

1800 North Point Drive - Stevens Point, Wisconsin 54481

Telephone: (800) 533-7827

Prospectus

March 1, 1996

Sentry Fund, Inc. (the "Fund") is a diversified, open-end management investment
company with the primary investment objective of long-term capital growth. The
Fund is designed for investors who have an investment objective compatible with
that of the Fund. Portfolio assets will usually be invested in selected common
stocks or securities which have the principal characteristics of, or are
convertible into, common stocks.

Shares of the Fund are offered to the public without a sales charge on a
continuous basis through representatives of the Underwriter, Sentry Equity
Services, Inc.

This Prospectus concisely sets forth information about the Fund that a
prospective investor ought to know before investing. Please keep this
Prospectus for future reference.

A Statement of Additional Information dated March 1, 1996, incorporated herein
by reference and containing further information about the Fund, has been filed
with the Securities and Exchange Commission. You can obtain a copy at no
charge by calling or writing Sentry Equity Services, Inc., 1800 North Point
Drive, Stevens Point, WI 54481, (800) 533-7827.

This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, the shares of the Fund in any jurisdiction in which such may not
lawfully be made.

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

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

1
<PAGE> 5

SUMMARY OF EXPENSES

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases . . . . . . . . . . . . . . None
Maximum Sales Load Imposed on Reinvested Dividends . . . . . . . . None
Deferred Sales Load . . . . . . . . . . . . . . . . . . . . . . . . None
Redemption Fees . . . . . . . . . . . . . . . . . . . . . . . . . . None
Exchange Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . None
</TABLE>

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

<TABLE>
<S> <C>
Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . .75%
12b-1 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . None
Other Operating Expenses . . . . . . . . . . . . . . . . . . . . . .11%
----
Total Fund Operating Expenses . . . . . . . . . . . . . . . . . . . .86%
</TABLE>

EXAMPLE

The following example illustrates the expenses an investor would pay on a
$1,000 investment assuming (1) 5% annual return and (2) redemption at the end of
each time period. As noted in the table above, the Fund does not charge a
redemption fee.

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$9 $28 $49 $108

</TABLE>

The purpose of the preceding table is to assist the investor in understanding
the various costs and expenses that an investor in the Fund will bear directly
or indirectly. The example contained in the table should not be considered a
representation of past or future expenses, and actual expenses may be greater or
less than those shown. The example assumes a 5% annual rate of return pursuant
to the requirements of the Securities and Exchange Commission and is not
intended to be representative of past or future performance of the Fund.

The expenses reflected in the table are based upon expenses incurred during the
fiscal year ended October 31, 1995. For more information concerning expenses,
see "Management of the Fund."

2
<PAGE> 6

FINANCIAL HIGHLIGHTS

The table below sets forth data for each share of capital stock outstanding
throughout each of the last ten years and should be read in conjunction with
the Fund's financial statements, notes thereto and independent accountants'
report included in the Statement of Additional Information.

<TABLE>
<CAPTION>
Year Ended October 31
--------------------------------------
1995 1994 1993 1992
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period $ 15.39 $ 15.93 $ 15.17 $ 15.34
------- ------- ------- -------
Income From Investment Operations
Net Investment Income 0.18 0.18 0.23 0.29
Net Realized and Unrealized Gains
(Losses) on Investments 1.65 0.53 1.12 1.03
------- ------- ------- -------
Total from Investment Operations 1.83 0.71 1.35 1.32

Less Distributions
Dividends From Net
Investment Income (0.17) (0.22) (0.23) (0.35)
Distributions From Net
Realized Gains (0.76) (1.03) (0.36) (1.14)
------- ------- ------- -------
Total Distributions (0.93) (1.25) (0.59) (1.49)

Net Asset Value, End of Period $ 16.29 $ 15.39 $ 15.93 $ 15.17
======= ======= ======= =======
Total Return 12.97% 4.86% 9.17% 9.09%

Ratios/Supplemental Data
Net Assets, End of Period
(in Thousands) $84,374 $79,622 $76,315 $69,454
Ratio of Expenses to
Average Net Assets 0.86% 0.86% 0.87% 0.88%
Ratio of Net Investment Income
to Average Net Assets 1.17% 1.19% 1.48% 1.95%
Portfolio Turnover Rate 26.54% 16.31% 22.34% 12.58%

<CAPTION>
Year Ended October 31
--------------------------------------
1991 1990 1989 1988
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period $ 12.04 $ 13.72 $ 11.78 $ 11.97
------- ------- ------- -------
Income From Investment Operations
Net Investment Income 0.36 0.36 0.37 0.22
Net Realized and Unrealized Gains
(Losses) on Investments 3.95 (0.92) 2.13 1.29
------- ------- ------- -------
Total from Investment Operations 4.31 (0.56) 2.50 1.51

Less Distributions
Dividends From Net
Investment Income (0.36) (0.39) (0.26) (0.23)
Distributions From Net
Realized Gains (0.65) (0.73) (0.30) (1.47)
------- ------- ------- -------
Total Distributions (1.01) (1.12) (0.56) (1.70)

Net Asset Value, End of Period $ 15.34 $ 12.04 $ 13.72 $ 11.78
======= ======= ======= =======
Total Return 37.59% - 4.59% 22.18% 16.09%

Ratios/Supplemental Data
Net Assets, End of Period
(in Thousands) $60,931 $43,866 $46,277 $41,758
Ratio of Expenses to
Average Net Assets 0.84% 0.69% 0.65% 0.66%
Ratio of Net Investment Income
to Average Net Assets 2.56% 2.84% 2.90% 1.85%
Portfolio Turnover Rate 2.53% 29.85% 14.56% 19.41%

<CAPTION>
Year Ended
October 31
--------------
1987 1986
---- ----
<S> <C> <C>
Net Asset Value,
Beginning of Period $ 14.28 $ 11.83
------- -------
Income From Investment Operations
Net Investment Income 0.28 0.34
Net Realized and Unrealized Gains
(Losses) on Investments (1.09) 3.06
------- -------
Total from Investment Operations (0.81) 3.40

Less Distributions
Dividends From Net
Investment Income (0.29) (0.35)
Distributions From Net
Realized Gains (1.21) (0.60)
------- -------
Total Distributions (1.50) (0.95)

Net Asset Value, End of Period $ 11.97 $ 14.28
======= =======
Total Return - 6.64% 30.12%

Ratios/Supplemental Data
Net Assets, End of Period
(in Thousands) $38,216 $42,764
Ratio of Expenses to
Average Net Assets 0.67% 0.72%
Ratio of Net Investment Income
to Average Net Assets 1.80% 2.55%
Portfolio Turnover Rate 35.32% 24.19%

</TABLE>

3
<PAGE> 7
THE FUND

Sentry Fund, Inc. (the "Fund") is a corporation organized under the laws of
Maryland on May 9, 1969. It is a no-load, diversified, open-end management
investment company, commonly called a "mutual fund." It combines amounts
invested by its shareholders who have similar investment goals, and in turn
invests those amounts by purchasing securities of companies selected by its
investment adviser from a number of different industries.

THE FUND'S INVESTMENT POLICY

Investment Objectives

The primary investment objective of the Fund is to seek long-term capital
growth. Income considerations are secondary to the objective of capital
appreciation in the selection of portfolio investments. The Fund's investment
objective may be changed by vote of the Board of Directors; however, the Fund
expects that the objective would not be changed without the affirmative vote of
a majority of the outstanding voting securities of the Fund. The Fund intends
to diversify its investments among a number of different industries rather than
concentrate in a particular industry or group of industries. However, the
Fund's emphasis is on a continuing, careful selection of industries and
securities of companies within those industries which are thought by the Fund's
investment adviser to have good potential for growth rather than upon wide
diversification. Diversification does not eliminate the risks inherent in any
equity investment.

The Fund invests primarily, and under normal market conditions expects to
invest most of its assets, in common stocks and securities convertible into
common stocks (or securities with attached rights or warrants to purchase
common stock), which the Fund's investment adviser believes to offer favorable
long-term growth prospects. The Fund may also, from time to time, invest in
bonds or preferred stocks when the Fund's investment adviser believes it
consistent with the Fund's investment objective. If the Fund's investment
adviser believes that economic or market conditions warrant a defensive
portfolio, the Fund may also invest all or a substantial portion of its assets
in cash and bonds, preferred stocks or other fixed income obligations and
short-term obligations. Fixed income securities purchased by the Fund will
primarily be rated investment-grade or determined to be comparable by the
Fund's investment adviser.

Restrictions

The Fund may borrow money but only from banks as a temporary measure for
extraordinary or emergency purposes and then not in excess of the lesser of 5%
of the current value of the Fund's total assets or 10% of the Fund's gross
assets taken at cost. The Fund will not borrow to increase income (leveraging)
and, therefore, will not make any subsequent investments while loans greater
than 5% of the Fund's assets are outstanding.

The Fund will not invest more than 25% of the current value of its total assets
in a particular industry or group of industries.

The Fund will not invest more than 5% of the current value of its total assets
in the securities of any one issuer (other than United States government
securities) or purchase more than 10% of the outstanding voting securities of
any one class of any one issuer.

The Fund has adopted certain other investment restrictions which are presented
in the Statement of Additional Information and which together with the
investment restrictions outlined above cannot be changed without approval by
the holders of a majority of its outstanding voting shares.

The Fund has also adopted the following restriction which may be changed by the
Board of Directors of the Fund. The Fund will not invest in securities which
are not readily saleable by the Fund, including securities with legal or
contractual restrictions on resale if, as a result thereof, more than 10% of
the Fund's total assets (taken at market value at time of purchase) would be
invested in such securities.

The Fund permits investment in securities issued by broker-dealers that execute
the Fund's portfolio

<PAGE> 8
brokerage transactions. The Fund will not invest more than 5% of the value of
its total assets in the securities of any one such issuer nor will the Fund own
more than 5% of a class of such an issuer's equity securities nor more than 10%
of the outstanding principal amount of such issuer's debt securities.

Risk

The Fund's investments are subject to market fluctuations and risks inherent in
all securities, and there can be no assurance that the Fund's investment
objective will be realized. The Fund may invest from time to time in small
companies or companies with little operating experience, and these investments
may be subject to greater-than-average risks. For more information, please see
the Statement of Additional Information.

MANAGEMENT OF THE FUND

The business and affairs of the Fund are managed under the direction of its
Board of Directors in accordance with the laws of the state of Maryland. Sentry
Investment Management, Inc. (the "Adviser"), the Fund's investment adviser,
manages and directs, subject to the review of the Fund's Board of Directors,
the investment and reinvestment of the Fund's assets including determining an
investment program for the Fund and placing orders for the purchase and sale of
securities for the Fund's portfolio. The Adviser is located at 1800 North Point
Drive, Stevens Point, Wisconsin, and is a wholly-owned subsidiary of Sentry
Insurance a Mutual Company ("Sentry Insurance"). The Adviser, which has been in
the business of rendering investment advice for over 21 years, also provides
investment management services to Sentry Insurance and other affiliated
companies.

Keith E. Ringberg, Senior Portfolio Manager, is primarily responsible for the
day-to-day management of the Fund's portfolio and has been employed by the
Adviser for the past 20 years. Mr. Ringberg has managed the Fund's portfolio
for the past 12 years.

During the fiscal year ended October 31, 1995, the Fund's expenses were .86%
of the Fund's average net assets. If the total expenses of the Fund (excluding
taxes, portfolio brokerage commissions and interest, but including the
investment advisory fee) exceed the sum of 1 1/2% of the first $30,000,000 and
1% of the balance of the average net daily net asset value of the Fund in any
one fiscal year, the Adviser will reimburse the Fund for such excess. This
expense limitation is taken into consideration with each payment of the
management fee.

The fee paid by the Fund to the Adviser was .75% of the Fund's average net
assets.

THE FUND'S UNDERWRITER AND TRANSFER AGENT

Sentry Equity Services, Inc. (the "Underwriter"), 1800 North Point Drive,
Stevens Point, Wisconsin, a wholly-owned subsidiary of Sentry Insurance, acts
as underwriter for the Fund pursuant to an Underwriter Agreement (the
"Agreement"). The Underwriter is a member of the National Association of
Securities Dealers, Inc., is registered with the Securities and Exchange
Commission as a broker-dealer and is licensed as a broker-dealer by various
state authorities.

5
<PAGE> 9
The Agreement provides that the Underwriter is to use its best efforts to offer
to the public on a continuous basis shares of the Fund through its sales agents.
Most sales agents also serve as insurance representatives of the Sentry
Insurance companies. Sales representatives receive a commission from the
Underwriter of 1% on all sales of Fund shares.

Sentry Equity Services, Inc. also serves the Fund under a separate Agency
Agreement as Transfer Agent, Dividend Disbursing Agent and Plan Agent, which
includes the maintenance of shareholder records. For these services, Sentry
Equity Services, Inc. is paid an annual fee per account of $8.50.

NET ASSET VALUE

Shares of the Fund are sold at the net asset value per share next determined
after receipt of the order by Sentry Fund, Inc. in Stevens Point, Wisconsin.
However, orders received by dealers or other financial services firms prior to
the close of trading on the New York Stock Exchange and received by the Fund
prior to the close of its business day will be confirmed at a price based on
the net asset value effective as of the close of the Exchange on that day.

The net asset value per share is computed as of the close of trading
(generally, 4:00 p.m. eastern time) on the New York Stock Exchange each day on
which the Exchange is open for trading or on any other day on which there is a
sufficient degree of trading in the underlying assets of the Fund such that the
Fund's net asset value may be materially affected. The net asset value of the
Fund's shares is determined by dividing the value of its total assets, less its
liabilities, by the total number of shares outstanding. Securities for which
market quotations are not readily available, and other assets of the Fund, are
valued at fair value as determined in good faith by the Fund's Board of
Directors. Portfolio securities which are traded or listed on a national
securities exchange are valued at the last sales price thereof at the time of
computation or, if there has been no sale on that day, at the last bid price.
Securities traded on the over-the-counter market are valued at the mean between
the last quoted bid and asked prices at the time of computation, or in the case
of National Market Issues, the last sales price.

HOW TO PURCHASE SHARES

An investor may purchase shares of the Fund through any Sentry Equity Services,
Inc. representative, affiliated dealer or directly from the Underwriter's
office at 1800 North Point Drive, Stevens Point, Wisconsin. The Fund has the
right to reject any application for Fund shares.

THE MINIMUM INITIAL INVESTMENT IS $500 ($200 IF THE PLANNED AUTOMATIC
INVESTMENT DRAFT PLAN OR PAYROLL DEDUCTION PLAN IS SELECTED) AND SHOULD
ACCOMPANY THE APPLICATION. SUBSEQUENT INVESTMENTS MAY BE MADE AT ANY TIME AND
MUST BE AT LEAST $50 ("Open Purchase Plan"). However, if shares are purchased
as part of a Periodic Purchase Plan and a regular schedule of payments totaling
at least $240 per year is adopted, the minimum for subsequent purchases is $20.
See the Application in the center of this Prospectus.

Orders for less than $1,000 worth of shares and orders for a fixed dollar
amount of shares must be accompanied by payment. If full payment does not
accompany any other order, such payment must be received by the Underwriter
within seven days following acceptance of the order by the Fund.

Orders which would result in the purchaser owning beneficially or of record
more than 4.9% of the Fund's shares will not be accepted unless the purchaser
enters into an agreement with the Fund designed to take into account the
interests of all shareholders. The Fund will redeem shares held in excess of
4.9% of the outstanding shares of the Fund of shareholders, other than
corporate affiliates of Sentry Insurance who do not enter into such agreements.

6
<PAGE> 10
THE FUND WILL NOT ISSUE STOCK CERTIFICATES UNLESS REQUESTED TO DO SO. The Fund
will maintain a shareholder account for each shareholder which will record
holdings of Fund shares to three decimal places. Certificates representing
full shares are available without cost upon written request to the Fund.

All distributions of investment income or net realized capital gains will be
paid in shares of the Fund which are added to each shareholder account at the
net asset value. See "Distributions to Shareholders and Taxation." However,
participants in the Open Purchase Plan may elect on their Application or by
subsequent written notice to the Fund to receive in cash either all of their
distributions or only those distributions representing investment income.

A written confirmation will be mailed to each shareholder by the Fund each time
a transaction occurs which changes the number of shares owned. The
confirmation will give details of the transaction and state the number of
shares owned before and after such transaction. The charges for establishing
and maintaining shareholder accounts are paid by the Fund.

SPECIAL SERVICES FOR SHAREHOLDERS

The Fund offers the following privileges and services to shareholders.
Additional information about such services is available by contacting Sentry
Equity Services, Inc. at (800) 533-7827. These services are subject to
termination or modification by the Fund.

Participation in any of the Fund's investment programs is entirely voluntary
and may be discontinued or converted to another plan by the shareholder at any
time without penalty.

Payroll Deduction

Employer-sponsored Payroll Deduction Plans are designed for investors who wish
to make purchases of Fund shares at regular intervals. One may enroll under
this plan by making an initial purchase of $200 or more and completing the Fund
Application.

For payments made under an employer-sponsored payroll deduction plan, the
minimum purchase is $10 per pay period. Purchases are entirely voluntary.

Planned Automatic Investment Draft Plan

Planned Automatic Investment Draft ("PAID") Plan is offered by Sentry Equity
Services, Inc. to facilitate the purchase of Fund shares at regular intervals.
Based on a shareholder's authorization, a draft is drawn by Sentry Equity
Services, Inc. on the shareholder's bank account each month and Fund shares are
purchased automatically. This assures that the purchase schedule selected by
the shareholder is maintained. There is no extra charge for this service.
Contact the Fund's Underwriter for a PAID Plan Application.

Simultaneous Purchases of Life Insurance and Fund Shares and Single-Check
Payment

Sentry Life Insurance Company and Sentry Life Insurance Company of New York
("Sentry Life") have entered into an arrangement with the Underwriter under
which a person who purchases Fund shares and who simultaneously makes an
application to purchase a life insurance policy issued by Sentry Life can
arrange for the payment for Fund shares in conjunction with life insurance.

The purchaser may elect to make stated monthly, quarterly, semi-annual or
annual payments by single checks or money orders made payable to "Sentry
Insurance." This single payment will be divided between life insurance
premiums and Fund share purchases (the single-check privilege is not available
in New York state). Minimum payments of $30 or more will be divided as
directed, provided that at least $20 of each payment will be applied to
purchase Fund shares. Regardless of the period or frequency of payment, at
least $240 annually must be invested in Fund shares.

If Sentry Life does not issue an insurance policy pursuant to the application,
the shareholder will have the option of continuing periodic purchases of Fund
shares according to the selected purchase schedule or

<PAGE> 11
of redeeming the initial purchase of Fund shares at the net asset value next
determined after receipt of the redemption request at the Fund's Stevens Point
office.

Systematic Withdrawal Plan

The owner of $5,000 or more of the Fund's shares (which may not be in
certificate form) may provide for the payment from the owner's account of any
requested dollar amount ($50 minimum) to the owner or the owner's designated
payee quarterly. Monthly payments can be made only for those accounts of
$10,000 or more. Ordinarily, sufficient shares will be redeemed from the
shareholder's account for the designated payment on the 20th day of the month.
The check will be mailed to the owner or the owner's designee within three
business days thereafter.

To establish a Systematic Withdrawal Plan, complete the appropriate section of
the Application.

Retirement Plans

The Fund accepts Individual Retirement Accounts (IRA's) as investors. Earnings
accumulate on a tax-deferred basis on annual IRA contributions equal to the
lesser of 100% of compensation received during the year or $2,000 ($2,250 in
the case of a spousal IRA). The $2,000 deductible contribution limit is
available only to (1) taxpayers who are not active participants in certain
qualified retirement plans and (2) taxpayers who are active participants in
certain qualified plans but have adjusted gross income below a specified level.
Generally, a taxpayer is deemed an active participant in a qualified retirement
plan if, for any part of the plan's taxable year that ends in the taxpayer's
taxable year, such taxpayer or taxpayer's spouse is an active participant in a
qualified pension plan, a qualified profit sharing or money purchase plan, a
403(b) annuity program, a simplified employee pension plan or a governmental
plan (other than a plan maintained for state and local employees under Section
457 of the Internal Revenue Code). A married taxpayer filing a joint return who
is an active participant in a qualified retirement plan may make a deductible
IRA contribution of up to $2,000 ($2,250 in the case of a spousal IRA) if the
adjusted gross income on the taxpayer's return is $40,000 or less. Between
$40,000 and $50,000, the IRA deduction is phased out. For single taxpayers who
are active participants in a qualified retirement plan, the $2,000 deductible
IRA contribution is phased out between $25,000 and $35,000 of adjusted gross
income. For married taxpayers filing separate returns, the deductible
contribution limit generally is phased out between $0 and $10,000 of adjusted
gross income.

There are substantial penalties for withdrawals from an IRA account before age
59 1/2. An investor considering an IRA should consult his or her tax adviser
with respect to applicable plan requirements, contribution limitations and tax
aspects pertaining to him or her.

HOW SHARES MAY BE REDEEMED

The Fund will redeem its shares at the net asset value per share, subject to
any applicable income tax withholding requirements, next determined after
receipt at the Fund's office in Stevens Point, Wisconsin, of a properly
executed redemption request. The redemption price of shares may be more or less
than the shareholder's cost, depending upon the market value of the securities
owned by the Fund at the time of redemption. If shares are not represented by
stock certificates, a redemption request form available through the
Underwriter, or a letter, may be used for the request. IF SHARES ARE
REPRESENTED BY STOCK CERTIFICATES, THE FORM ON THE BACK OF EACH CERTIFICATE
MUST BE USED.

Each redemption request and stock certificate must be signed exactly as the
account is registered. If the redemption request is from a qualified plan,
proper withholding and request for redemption forms must be completed. If the
account is owned jointly, both owners must sign. EACH SIGNATURE MUST BE
GUARANTEED BY A REGISTERED REPRESENTATIVE OF SENTRY EQUITY SERVICES, INC., A
COMMERCIAL BANK, TRUST COMPANY,

8
<PAGE> 12
MEMBER OF A STOCK EXCHANGE, SAVINGS AND LOAN ASSOCIATION OR SAVINGS BANK OR
OTHER ELIGIBLE FINANCIAL INSTITUTION. The guarantee may be waived by the
Fund's transfer agent on redemptions of $5,000 or less.

Under certain circumstances (such as corporate or fiduciary registrations) the
Fund's transfer agent may require additional documents (such as inheritance tax
waivers, death certificates or corporate resolutions, etc.) before the proceeds
of a redemption can be paid.

Payment for shares redeemed and a confirmation will be mailed promptly, but not
later than three business days, after the above requirements have been met,
except that the Fund may suspend the right of redemption and the determination
of net asset value of its shares under the following unusual circumstances:
when the New York Stock Exchange is closed (other than weekends or holidays) or
trading is restricted; when an emergency exists, as determined by the
Securities and Exchange Commission, making disposal of portfolio securities or
the valuation of net assets not reasonably practicable; or during any period
when the Securities and Exchange Commission has by order permitted a suspension
of redemption for the protection of shareholders. In such event, redemption
shall be effected at the net asset value next determined after the suspension
has been terminated unless the shareholder has withdrawn the redemption
request. In addition, if the aggregate value of shares of a shareholder who has
been a shareholder for at least five years does not exceed $200, the Fund
reserves the right to close the account. Before taking such action, the Fund
will provide at least six months' written notice. For more information, please
consult the Statement of Additional Information.

DISTRIBUTIONS TO SHAREHOLDERS AND TAXATION

It is the policy of the Fund to distribute substantially all of its net
investment income, if any, and all of its net realized capital gains, if any,
at least annually. Income may be minimal because of the Fund's primary
investment objective of long-term capital growth.

All such dividends or distributions will be reinvested in shares of the Fund on
the payable date at net asset value or, at the written request of a shareholder
participating in the Open Purchase Plan, will be paid to the shareholder in
cash. The Fund intends to declare dividends from net investment income payable
in June and December and to distribute annually any net realized capital gains
with the December dividend.

Any dividends that are declared in October, November or December to
shareholders of record as of a date in one of those months and paid during the
following January are "deemed" to have been received on December 31 of the
calendar year declared.

The Fund intends to continue to qualify as a regulated investment company under
the Internal Revenue Code. If so qualified, the Fund will not be subject to
federal income tax to the extent that its net investment income and net
realized capital gains are distributed to shareholders.

Distributions from the Fund representing net investment income or net
short-term capital gains of the Fund, whether received in shares or cash, will
be taxable to shareholders as ordinary income. Distributions from the Fund
representing net long-term capital gains of the Fund will be taxable to
shareholders as a long-term capital gain whether received in shares or cash and
regardless of the period the shareholder has held the shares. The maximum
federal tax rate on long-term capital gains dividends received by individual
shareholders is 28%. Long-term capital gain dividends received by corporate
shareholders are taxed at the same rate as ordinary income. A portion of the
ordinary income dividends received by corporate shareholders may be eligible
for the dividends received deduction.

A distribution received shortly after the purchase of shares reduces the net
asset value of the shares by the amount of the distribution and, although in
effect a return of capital, will be taxable to the shareholder.

9
<PAGE> 13
The Fund is required by law to withhold 31% of taxable dividends and redemption
proceeds paid to certain shareholders who do not furnish a correct taxpayer
identification number (in the case of individuals, a social security number) and
in certain other circumstances.

The source and federal income tax status of all distributions will be reported
to shareholders annually. See the Statement of Additional Information.

CAPITALIZATION OF THE FUND AND VOTING RIGHTS

Sentry Fund, Inc. has authorized capital of 10,000,000 shares of capital stock,
par value of $1 each. Each share is of the same class and has equal,
non-cumulative rights as to voting (with each full share entitled to one vote),
redemption, dividends and liquidation. Fund shares are fully-paid and
nonassessable upon their issuance and have no preemptive, conversion or
exchange rights, nor is there any liability of shareholders to further calls or
assessment.

Shareholder inquiries should be directed to the Fund at the telephone number or
address shown on page 1 of this Prospectus.

SENTRY INSURANCE

Sentry Insurance a Mutual Company ("Sentry Insurance") is a mutual insurance
company incorporated under the laws of Wisconsin with headquarters at 1800 North
Point Drive, Stevens Point, Wisconsin. It owns a group of insurance and
related companies collectively known as the Sentry Group. These companies
include Sentry Life Insurance Company and Sentry Life Insurance Company of New
York; Sentry Insurance also owns Sentry Investment Management, Inc., the Fund's
investment adviser, and Sentry Equity Services, Inc., the Fund's underwriter
and transfer agent.

As of February 1, 1996, Sentry Insurance and its subsidiary, Sentry Life
Insurance Company, together owned approximately 26% of the Fund's outstanding
shares. Additionally, as of the same date, Bank One Wisconsin Trust
Company, N.A., as trustee of the Sentry 401(k) Plan, held approximately 36% of
the Fund's outstanding shares on behalf of those employees in the Sentry Group
who are participants in such plan.

PERFORMANCE INFORMATION

From time to time, the Fund may quote average annual total return and total
return figures for the Fund's performance in advertisements and other materials
furnished to present and prospective shareholders. Each of these figures is
based on historical results and is not necessarily representative of the future
performance of the Fund. Average annual total return and total return figures
measure both the net income generated by, and the effect of any realized or
unrealized appreciation or depreciation of, the underlying investments in the
Fund for the period in question, assuming the reinvestment of all dividends
during the period. Thus, these figures reflect the change in the value of an
investment in the Fund during a specified period. Average annual total return
will be quoted for at least one, five, and ten-year periods ending on a recent
calendar quarter. Average annual total return figures are annualized and,
therefore, represent the average annual percentage change over the period in
question. Total return figures are not annualized and represent the aggregate
percentage or dollar value change in the value of a dollar amount invested in
the Fund's shares over the period in question. THE AVERAGE ANNUAL TOTAL RETURN
FIGURES FOR THE FUND FOR THE ONE, FIVE, AND TEN-YEAR PERIODS ENDED OCTOBER 31,
1995, ARE 12.97%, 14.18% AND 12.31%, RESPECTIVELY. These figures, based upon
a $1,000 investment, do not reflect the 8% sales load which was imposed prior
to March 1, 1991. Additional information concerning performance results of the
Fund is contained in the Annual Report and the Statement of Additional
Information which are available from the Fund upon request at no cost.

10
<PAGE> 14
[LINE GRAPH]

SENTRY FUND, INC. RESULTS OF AN ASSUMED INVESTMENT OF $10,000
MAY 22, 1970 - OCTOBER 31, 1995

The accompanying chart shows the growth in value of an investment in Sentry
Fund. If you had invested $10,000 in Sentry Fund on May 22, 1970, when the
Fund was first publicly offered, and had reinvested all your income dividends
and capital gains distributions, the value of your investment as of October 31,
1995, would have been $160,385. No adjustment has been made for any income
taxes payable by shareholders on income dividends and capital gains
distributions.

When first organized in 1970, the Fund applied a sales charge. The Fund's sales
charge was eliminated effective March 1, 1991. These performance results
represent past performance of the Fund but do not reflect sales charges
previously imposed. Investment return and principal value of an investment
will fluctuate so that an investor's shares when redeemed may be worth more or
less than their original cost.

<TABLE>
<CAPTION>
FISCAL PERIOD OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
ENDED: 1970 1975 1980 1985 1990 1995
- -------------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Value of Shares Initially Acquired $11,677 $11,463 $23,037 $24,192 $24,622 $33,313
Value of Reinvested Capital Gains
Dividend 0 1,121 3,272 14,407 38,074 88,051
Value of Reinvested Income Dividends 0 1,045 5,677 11,654 19,925 39,021
------- ------- -------- ------- ------- -------
TOTAL VALUE 11,677 13,629 31,986 50,253 82,621 160,385

TOTAL Cash Div. Reinv. for the period n/a 1,078 2,284 5,196 8,277 10,583

TOTAL Cash C.G. Reinv. for the period n/a 1,487 716 9,890 21,999 31,679

TOTAL INCOME DIVIDENDS $27,418

TOTAL CAPITAL GAINS DIVIDENDS $65,771

</TABLE>

11
<PAGE> 15

(This page left blank intentionally)
<PAGE> 16
INSTITUTIONAL ACCOUNTS ONLY

Please execute the applicable section below (all blanks should be completed
with the requested information and inappropriate alternatives should be deleted
or marked out).

Corporation/Association

I, _____________________________ Secretary of ________________________, a
(corporation) (unincorporated association) organized under the laws of
_________________________________ (the "Organization"), certify that the
following resolutions have been adopted by the (board of directors) (trustees)
(managing body) of said Organization and are now in full force and effect:

"RESOLVED, that the Organization establish an account in Sentry Fund, Inc. (the
"Fund") and purchase shares in the Fund from time to time and the authorized
signers of this Organization may execute the Application for such account and
select the redemption privileges related to such account in accordance with the
Fund's prospectus, as amended from time to time;

RESOLVED, that any of the authorized signers, as indicated on the Application,
may act for the Organization in connection with the account and the Fund,
Sentry Equity Services, Inc., and their representatives are authorized to honor
as genuine and authorized all redemptions signed by said signers as certified
to the Fund by the Secretary of this Organization without inquiry; and

FURTHER RESOLVED, that these appointments and authorizations shall remain in
effect, and the Fund, Sentry Equity Services, Inc. and their representatives
may act thereon, until a written revocation or modification certified by the
Secretary of this Organization shall be delivered to Sentry Equity Services,
Inc."

I further certify that the signers listed on the form are authorized to sign
redemptions and are now acting in the capacity listed and that the signatures
of said persons are genuine and authorized.

IN WITNESS WHEREOF, I have set my hand and the seal of this Organization this
_____ day of _____, 19 ___.

(SEAL)
________________________
Secretary

13
<PAGE> 17
Partnership/Trust/Fiduciary/Non-Profit Organization

In connection with the establishment of an account in Sentry Fund, Inc. (the
"Fund") under the name______________________________________________, the
undersigned certify that they are all of the (partners)(trustees)(fiduciaries)
(representatives) under the (partnership agreement)(trust)(will)(court order)
(instrument) described as follows _________
________________________________________________________________________________
[give detailed description and dates] and certify that they have full power and
authority to establish an account with the Fund, to purchase shares and to
select the expedited redemption privileges in accordance with the Application.
The undersigned agree to be bound by the terms and conditions contained on the
Application and the Fund's prospectus, as amended from time to time. The
undersigned agree that any of the aforesaid persons are authorized to act for
the owner of the account. This certification shall remain in effect, and the
Fund, Sentry Equity Services, Inc. and their representatives may act in
reliance thereon until a revocation or modification thereof certified by the
undersigned or their successors is delivered to Sentry Equity Services, Inc.
All certifications and agreements herein are made jointly and severally.

Dated:___________________________________ By ________________________________

By ______________________________________ By ________________________________

14
<PAGE> 18
INVESTMENT ADVISER

Sentry Investment Management, Inc.
1800 North Point Drive
Stevens Point, Wisconsin 54481

UNDERWRITER

Sentry Equity Services, Inc.
1800 North Point Drive
Stevens Point, Wisconsin 54481

CUSTODIAN

Citibank, N.A.
399 Park Avenue
New York, New York 10022

LEGAL COUNSEL

Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P.
203 North LaSalle Street
Chicago, Illinois 60601
30-43 1-96

[SENTRY FUND, INC. LOGO]

SENTRY FUND, INC.

PROSPECTUS AND
APPLICATION

MARCH 1, 1996

<PAGE> 19

PART B
<PAGE> 20

STATEMENT OF ADDITIONAL INFORMATION

SENTRY FUND, INC.
1800 North Point Drive
Stevens Point, WI 54481

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT THE FUND'S PROSPECTUS BUT
PROVIDES ADDITIONAL INFORMATION THAT SHOULD BE READ IN CONJUNCTION WITH THE
PROSPECTUS OF THE FUND DATED MARCH 1, 1996, WHICH IS INCORPORATED HEREIN BY
REFERENCE.

THE PROSPECTUS SETS FORTH CONCISELY INFORMATION THAT A PROSPECTIVE INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS, CALL OR WRITE
SENTRY EQUITY SERVICES, INC., 1800 NORTH POINT DRIVE, STEVENS POINT, WI 54481,
(800) 533-7827.

Date: March 1, 1996

<PAGE> 21

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page Page in
Herein Prospectus
------ -----------
<S> <C> <C>
General Information and History ............ B-3 4
Investment Objectives and Policies ......... B-3 4
Directors and Executive Officers ........... B-6 --
Investment Adviser and Other Services ...... B-7 5
Brokerage Practices ........................ B-8 --
The Fund's Underwriter and Transfer Agent .. B-9 5
Computation of Net Asset Value ............. B-10 6
Share Redemption ........................... B-10 8
Performance Information .................... B-11 10
Tax Status and Taxation .................... B-11 9
Capitalization of the Fund ................. B-12 10
Custodian .................................. B-12 --
Independent Accountants .................... B-12 --
Portfolio of Investment Securities ......... B-14 --
Financial Statements ....................... B-15 --
Independent Accountants' Report ............ B-19 --
</TABLE>

B-2
<PAGE> 22

GENERAL INFORMATION AND HISTORY

Sentry Fund, Inc. is a no-load, diversified, open-end, management investment
company, organized under the laws of Maryland on May 9, 1969.

INVESTMENT OBJECTIVES AND POLICIES

The following information supplements the discussion of the Fund's investment
objectives and policies found in the Prospectus.

Investment Restrictions
It is the Fund's policy not to:
<TABLE>
<S> <C>
- -- Borrow money except from banks as a temporary measure for
extraordinary or emergency purposes and then not in excess of
the lesser of 5% of the current value of the Fund's total
assets or 10% of the Fund's gross assets taken at cost;

- -- Pledge or mortgage assets of the Fund with a current value in
excess of 15% of the value of the Fund's net assets taken at cost;

- -- Invest more than 25% of the current value of its total assets
in a particular industry or group of industries;

- -- Underwrite securities of other issuers;

- -- Buy and sell commodities or commodity contracts;

- -- Buy and sell puts, calls, straddles, spreads or options;

- -- Buy and sell real estate or other interests in real estate
which are not readily convertible into cash;

- -- Make loans to other persons except through the purchase of a
portion of a publicly distributed issue of bonds or other
marketable obligations;

- -- Invest more than 5% of the current value of its total assets
in the securities of any one issuer (other than United States
government securities) or purchase more than 10% of the
outstanding voting securities of any one class of any one
issuer;

- -- Invest in companies for the purpose of exercising control or
influencing management;

- -- Buy securities of any company with a record of less than
three years' continuous operation (including that of
predecessors) if such purchase would cause the current value
of the Fund's investments in all such companies to exceed 5%
of the current value of the Fund's total assets;

- -- Buy or retain securities issued by any other investment
company, except that securities of closed-end investment
companies may be purchased as part of a plan of merger or
through a broker who is paid no more than the usual or
customary brokerage commissions;

- -- Buy or retain securities of any issuer if those officers and
directors of the Fund or its investment adviser, who own
individually more than 1/2% of the securities of such issuer,
together own beneficially more than 5% of such securities;

- -- Buy securities on margin or sell securities short;

- -- Participate on a joint or a joint and several basis in any
trading account in securities;

- -- Buy securities if a registration statement would have to be
filed under the Securities Act of 1933 in order to sell the
securities to the public at the time of purchase (such
securities are frequently called "letter" or "restricted"
stock); and

- -- Invest more than 10% of the value of the Fund's total assets
in securities of foreign issuers.
</TABLE>

B-3

<PAGE> 23

Changes in any of the above restrictions require the approval of the holders of
the lesser of (i) 67% or more of the voting securities present at a meeting if
the holders of more than 50% of the outstanding voting securities of the Fund
are present or represented by proxy, or (ii) more than 50% of the outstanding
voting securities of the Fund.

In addition, the securities commissioners of certain states have adopted the
following investment restrictions for investment companies which are applicable
to the Fund:

- -- No investment company shall invest more than 5% of its total assets in
securities of unseasoned issuers, including their predecessors, which have
been in operation for less than three years, and equity securities of
issuers which are not readily marketable.
- -- No investment company shall invest any part of its total assets in oil,
gas or other mineral exploration, development or lease programs.
- -- No investment company shall pledge, mortgage or hypothecate its assets in
excess of 2% of its net assets taken at market value at the time of any
sale of its shares.
- -- No investment company shall invest in warrants exceeding 5% of the value
of its net assets, no more than 2% of which may be warrants not listed on
the New York or American Stock Exchange.

Investment Policies and Techniques

The following information supplements the discussion of the Fund's investment
objectives, policies and techniques that are described in the Prospectus under
the caption "The Fund's Investment Policy."

Short-Term Obligations

In times when Sentry Investment Management, Inc. (the "Adviser") believes that
adverse economic or market conditions justify such action, the Fund may invest
all or a substantial portion of its assets temporarily in short-term
fixed-income securities, including without limitation: U.S. government
securities, including bills, notes and bonds, differing as to maturity and rate
of interest, which are either issued or guaranteed by the U.S. Treasury or by
U.S. governmental agencies or instrumentalities; certificates of deposit issued
against funds deposited in a U.S. bank or savings and loan association; bank
time deposits, which are monies kept on deposit with U.S. banks or savings and
loan associations for a stated period of time at a fixed rate of interest;
bankers' acceptances which are short-term credit instruments used to finance
commercial transactions; repurchase agreements entered into only with respect
to obligations of the U.S. government, its agencies or instrumentalities; or
commercial paper and commercial paper master notes (which are demand
instruments without a fixed maturity bearing interest at rates which are fixed
to known lending rates and automatically adjusted when such lending rates
change) rated investment grade or better.

Fixed Income Obligations

Fixed income obligations in which the Fund may invest for temporary, defensive
purposes will be primarily investment-grade debt obligations or determined to
be comparable by the Adviser. The market value of all debt obligations is
affected by changes in the prevailing interest rates. The market value of such
instruments generally reacts inversely to interest rate changes. If the
prevailing interest rates decline, the market value of debt obligations
generally increases. If the prevailing interest rates increase, the market
value of debt obligations generally decreases. In general, the longer the
maturity of a debt obligation, the greater its sensitivity to changes in
interest rates.

Convertible Securities

The Fund may invest in convertible securities, which are bonds, debentures,
notes, preferred stocks, or other securities that may be converted into or
exchanged for a specified amount of common stock of the same or a different
issuer within a particular period of time at a specified price or formula. A
convertible security entitles the holder to receive interest normally paid or
accrued on debt or the dividend paid on preferred stock until the convertible
security matures

B-4

<PAGE> 24

or is redeemed, converted, or exchanged. Convertible securities have unique
investment characteristics in that they generally (1) have higher yields than
common stocks, but lower yields than comparable non-convertible securities, (2)
are less subject to fluctuation in value than the underlying stock since they
have fixed income characteristics, and (3) provide the potential for capital
appreciation if the market price of the underlying common stock increases.

The value of a convertible security is a function of its "investment value"
(determined by its yield in comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and
its "conversion value" (the security's worth, at market value, if converted
into the underlying common stock). The investment value of a convertible
security is influenced by changes in interest rates with investment value
declining as interest rates increase and increasing as interest rates decline.
The credit standing of the issuers and other factors also may have an effect of
the convertible security's investment value. The conversion value of a
convertible security is determined by the market price of the underlying common
stock. If the conversion value is low relative to the investment value, the
price of the convertible security is governed principally by its investment
value. Generally, the conversion value decreases as the convertible security
approaches maturity. To the extent the market price of the underlying common
stock approaches or exceeds the conversion price, the price of the convertible
security will by increasingly influenced by its conversion value. A convertible
security generally will sell at a premium over its conversion value by the
extent to which investors place value on the right to acquire the underlying
common stock while holding a fixed income security.

A convertible security might be subject to redemption at the option of the
issuer at a price established in the convertible security's governing
instrument. If a convertible security held by the Fund is called for
redemption, the Fund will be required to permit the issuer to redeem the
security, convert it into the underlying common stock or sell it to a third
party.

Warrants

The Fund may invest in warrants if after giving effect thereto, not more than
5% of its net assets will be invested in warrants other than warrants acquired
in units or attached to other securities. Of such 5% not more than 2% of the
Fund's net assets at the time of purchase may be invested in warrants that are
not listed on the New York Stock Exchange or the American Stock Exchange.
Investment in warrants is pure speculation in that they have no voting rights,
pay no dividends, and have no rights with respect to the assets of the
corporation issuing them. Warrants basically are options to purchase equity
securities at a specific price for a specific period of time. They do not
represent ownership of the securities but only the right to buy them. The
prices of warrants do not necessarily move parallel to the prices of the
underlying securities.

Small Companies

The Fund may, from time to time, invest a portion of its assets in small
companies. While smaller companies generally have the potential for rapid
growth, investments in smaller companies often involve greater risks than
investments in larger, more established companies because smaller companies may
lack the management experience, financial resources, product diversification,
and competitive strengths of larger companies. In addition, in many instances
the securities of smaller companies are traded only over-the-counter or on a
regional securities exchange, and the frequency and volume of their trading is
substantially less than is typical of larger companies. Therefore, the
securities of smaller companies may be subject to greater and more abrupt
price fluctuations. When making large sales, the Fund may have to sell
portfolio holdings at discounts from quoted prices or may have to make a series
of small sales over an extended period of time due to the trading volume of
smaller company securities. Investors should be aware that, based on the
foregoing factors, an investment in the Fund may be subject to greater price
fluctuations than an investment in a fund that limits its investments to
larger, more established companies. The Adviser's research efforts may also
play a greater role in selecting securities for the Fund than in a fund that
invests in larger, more established companies.

Portfolio Turnover

Portfolio turnover rate is a measure of the purchase and sales activity of the
securities in the Fund's portfolio during a one-year period. Since the Fund's
primary objective is to purchase securities for long-term appreciation,
securities

B-5
<PAGE> 25

are not purchased with a view to rapid turnover. Therefore, the Fund does
not intend to engage in short-term trading, although purchases and sales of
securities are made whenever the Adviser considers it advisable to do so,
regardless of the period held, if the Adviser believes the possibilities for
long-term appreciation of a security have diminished significantly or the risk
of decline in the market price is too great. For the fiscal years ended October
31, 1995 and 1994, the Fund's portfolio turnover rates were approximately 26.5%
and 16%, respectively.

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Fund and their principal
occupations for at least the last five years are listed below. The address of
each director and executive officer is Sentry Insurance a Mutual Company
("Sentry Insurance") 1800 North Point Drive, Stevens Point, Wisconsin, except as
noted below.

*WAYNE R. ASHENBERG, Director

Senior Vice President, Chief Financial Officer and Treasurer of Sentry
Insurance since January 1994. Mr. Ashenberg served as Senior Vice President and
Actuary of Sentry Insurance from November 1991 to December 1993 and as Vice
President of Sentry Insurance from November 1984 to October 1991.

*STEVEN R. BOEHLKE, President

Vice President - Investments of Sentry Insurance since November 1991. Mr.
Boehlke also serves as President and Chairman of the Board of Sentry Investment
Management, Inc.

THOMAS R. COPPS, Director
2828 WAYNE STREET
STEVENS POINT, WI 54481

Vice President, Public Affairs, of the Copps Corporation, a retail and
wholesale distributor of food products, since May 1979.

DAVID W. GRAEBEL, Director
401 SOUTH BUCKLEY ROAD
AURORA, CO 80017-2199

Chairman of the Board of Graebel Companies, Inc., moving and storage company,
and its subsidiaries since 1950.

*WILLIAM M. O'REILLY, Secretary

Vice President, General Counsel and Corporate Secretary of Sentry Insurance
since January 1994. Mr. O'Reilly served as Corporate Secretary and Associate
General Counsel from November 1992 to December 1993 and as Associate Counsel
from January 1986 to October 1992 of Sentry Insurance.

*DALE R. SCHUH, Chairman of the Board

Executive Vice President and Chief Operating Officer of Sentry Insurance since
November 1995. Mr. Schuh served as Vice President and Actuary of Sentry
Insurance from August 1988 to February 1992, and as Sr. Vice President from
1992 to 1995.

*JOHN A. STENGER, Vice President

President of Sentry Equity Services, Inc. since August 1994. Mr. Stenger served
as Vice President of Sentry Equity Services, Inc. from May 1982 to July 1994.

STEVEN J. UMLAND, Director
11925 WEST LAKE PARK DRIVE
MILWAUKEE, WI 53224

Vice President - Finance of SSM Ministry Corporation, a hospital management
service corporation, since 1991. Mr. Umland served in various management
positions with Deloitte & Touche, a public accounting firm, from 1978 to 1991.

B-6

<PAGE> 26
*THOMAS H. WEINGARTEN, TREASURER

Director of Insurance Reporting and Analysis of Sentry Insurance since 1988.
Mr. Weingarten also serves as Treasurer of Sentry Equity Services, Inc. and
Sentry Life Insurance Company of New York; and as Assistant Treasurer of Sentry
Life Insurance Company.

*"Interested person" of the Fund as defined in the Investment Company Act of
1940, as amended.

The Board's Executive Committee may perform most of the functions of the Fund's
Board of Directors in the intervals between meetings of directors. It is
contemplated that the Committee will exercise its powers only in instances
where it might be impractical to call a meeting of the entire Board. Messrs.
Schuh and Ashenberg are the members of the Executive Committee.

As of February 1, 1996, the directors and officers as a group owned less than
1% of the outstanding shares of the Fund.

The Fund pays each director who is not an "interested person" of the Fund
$250 quarterly as a retainer fee for his services as a director. These
directors received an aggregate of $3,000 in fees and expenses during the
fiscal year ended October 31, 1995. Officers and directors who are "interested
persons" of the Fund receive no compensation from the Fund for their services
as such.

The Bylaws of the Fund provide for the classification of directors into three
categories, one class to be elected each year, each class consisting of
approximately one-third of the total number of directors, the members of each
class to hold office for a term of three years.

PRINCIPAL SHAREHOLDERS

As of February 1, 1996, the following persons owned of record or are known by
the Fund to own of record or beneficially more than 5% of the Fund's
outstanding shares:

NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE
- ---------------- ---------------- ----------
<S> <C> <C>
Sentry Insurance a Mutual Company 976,330.892 18%
1800 North Point Drive
Stevens Point, WI 54481

Sentry Life Insurance Company 432,711.222 08%
1800 North Point Drive
Stevens Point, WI 54481

Bank One Wisconsin Trust Company, N.A. 1,953,862.878 36%
as Trustee of Sentry 401(k) Plan
601 Main Street
Stevens Point, WI 54481
</TABLE>

INVESTMENT ADVISER
AND OTHER SERVICES

Sentry Investment Management, Inc. (the "Adviser") is the Fund's investment
adviser pursuant to an Investment Advisory Agreement (the "Agreement"). The
Adviser is a wholly-owned subsidiary of Sentry Insurance (see "Sentry
Insurance" in the Prospectus).

The directors of the Adviser are Larry C. Ballard, Steven R. Boehlke and
William M. O'Reilly. Mr. Ballard is also Chairman of the Board, President and
Chief Executive Officer of Sentry Insurance and serves as an officer or a
director of many of its subsidiaries. Mr. Boehlke is also Chairman and
President of the Adviser and Vice President of Sentry Insurance. Mr. O'Reilly
is also Secretary of the Adviser; Vice President, General Counsel and Corporate
Secretary of Sentry Insurance, and serves as an officer or a director of many
of its subsidiaries.

The Agreement provides that the Adviser shall furnish the Fund with office
space, facilities and services; manage the Fund's investments; provide
bookkeeping services and permit any of the Adviser's officers and

B-7
<PAGE> 27

employees to serve without compensation by the Fund as officers and directors
of the Fund if elected to such positions. The Fund has agreed to pay the
Adviser a fee for its services at the following rates:

<TABLE>
<CAPTION>
Net Asset Value Annual Rate
--------------- -----------
<S> <C> <C>
First $150,000,000 0.75%
Next $150,000,000 0.60%
Next $200,000,000 0.525%
Amount over $500,000,000 0.45%
</TABLE>

The fee is computed and paid quarterly. During the fiscal years ended October
31, 1995, 1994 and 1993, the Adviser's fees for services to the Fund were
$609,977, $577,068 and $553,499, respectively.

If the costs of the underwriter, Sentry Equity Services, Inc., in fulfilling
its obligations to the Fund under the Underwriter Agreement exceed its ability
to operate profitably, the Adviser may reimburse the Underwriter for a portion
of its expenses. See "The Fund's Underwriter and Transfer Agent."

Certain expenses of the Fund, such as taxes, portfolio brokerage commissions,
the cost of state and federal securities registrations, printing stock
certificates and checks, preparation of and postage for shareholders' reports,
costs of preparing and typesetting prospectuses, fees for maintaining
shareholders' records, custodial fees, transfer agent fees, auditors' fees,
general legal fees and unaffiliated directors' fees are paid by the Fund.

If the total expenses of the Fund (excluding taxes, portfolio brokerage
commissions and interest, but including the investment advisory fee) exceed the
sum of 1 1/2% of the first $30,000,000 and 1% of the balance of the average
daily net asset value of the Fund in any one fiscal year, the Adviser will
reimburse the Fund for such excess. This expense limitation is taken into
consideration with each payment of the management fee.

The Agreement will continue from year to year so long as such continuance is
specifically approved at least annually by (a) the vote of a majority of the
directors of the Fund who are not "interested persons" of the Fund or the
Adviser, cast in person at a meeting called for the purpose of voting on such
approval, and (b) the vote of the Board of Directors of the Fund or the vote of
a majority of the outstanding voting securities of the Fund. The Agreement
terminates automatically if assigned. In addition, the Agreement may be
terminated at any time, without the payment of any penalty, by the Board of
Directors of the Fund or by the vote of a majority of the outstanding voting
securities of the Fund, upon at least 60 days' written notice to the Adviser.
The Adviser may terminate the Agreement by giving at least 60 days' written
notice to the Fund. The Agreement may be amended only with the approval of a
majority of the outstanding voting securities of the Fund.

The Agreement provides that the Adviser shall not be liable to the Fund or its
shareholders or any other person for any error of judgment or for any loss
arising out of any investment or for any other act or omission in the
performance by the Adviser of its duties under the Agreement except for a loss
resulting from the Adviser's willful misfeasance, bad faith or gross negligence
in the performance of its duty or reckless disregard of its obligations and
duties under the Agreement.

The name "Sentry" and the minuteman service mark have been adopted with the
permission of Sentry Insurance which has registered these service marks. Their
use is subject to the right of Sentry Insurance to withdraw this permission at
any time. If the investment adviser for the Fund shall cease to be Sentry
Investment Management, Inc. or a corporation controlled by or under common
control with Sentry Insurance, the Fund has agreed to stop using the name
"Sentry" and the minuteman design.

BROKERAGE PRACTICES

In placing purchase and sale orders of portfolio securities for the Fund, it is
the policy of the Adviser to seek the best execution of orders at the most
favorable price taking into account research services which in effect are
provided with brokerage commissions, as described in this and the following
paragraph. The determination of what is expected to result in the best
execution at the most favorable price involves a number of largely judgmental
considerations. Among these are the Adviser's evaluation of the broker's
efficiency in executing and clearing transactions, the

B-8
<PAGE> 28

broker's financial strength and stability, and the Adviser's previous
experience in dealing with the broker. The most favorable price to the Fund
means the best net price without regard to the mix between purchase or sale
price and commission, if any. Primary market makers are used for transactions
in the over-the-counter market except in those instances where the Adviser
believes better execution or a more favorable price is obtainable elsewhere.
The Adviser may also purchase securities listed on stock exchanges from
non-exchange members in transactions off the exchange.

In allocating brokerage business for the Fund, the Adviser takes into
consideration the research, analytical, statistical and other information and
services provided by the broker. Selection of brokers or dealers is not made
pursuant to an agreement or understanding with any of the brokers or dealers;
however, during the past fiscal year, the Adviser did maintain internal
procedures to identify those brokers or dealers who had provided it with
research services, and did endeavor to direct sufficient commissions generated
by its advisory accounts in the aggregate, including the Fund, to such brokers
or dealers to ensure the continued receipt of research services the Adviser
feels are useful. Even though the Adviser negotiates commissions, the Fund may
absorb higher brokerage commissions than might be available from other brokers
if the amount is believed by the Adviser to be reasonable in relation to the
value of the overall quality of the brokerage and research services provided.
Other advisory clients may indirectly benefit from the availability of these
services to the Adviser, and the Fund may indirectly benefit from services
available to the Adviser as a result of transactions for other clients.

During the fiscal years ended October 31, 1993 and 1994, the Fund paid
brokerage commissions totaling $36,892 and $59,861, respectively, in connection
with portfolio transactions. During the fiscal year ended October 31, 1995, the
Fund paid brokerage commissions of $73,559 on transactions of $50,072,410. All
of these commissions were paid to brokers providing research services. Neither
the Adviser nor any company affiliated with it receives any brokerage
commissions from the Fund.

At times the Adviser may consider purchases or sales of the same securities for
the Fund and for one or more of the other companies advised by it. In such
cases, it will be the practice of the Adviser to allocate purchase and sale
transactions among its clients in such manner as it deems equitable.

THE FUND'S UNDERWRITER
AND TRANSFER AGENT

Sentry Equity Services, Inc. (the "Underwriter"), 1800 North Point Drive,
Stevens Point, Wisconsin, a wholly-owned subsidiary of Sentry Insurance, acts
as underwriter for the Fund pursuant to an Underwriter Agreement (the
"Agreement"). The Underwriter is a member of the National Association of
Securities Dealers, Inc., is registered with the Securities and Exchange
Commission as a broker-dealer in securities and is licensed as a securities
broker-dealer by various state authorities.

The Agreement provides that the Underwriter will use its best efforts to offer
to the public on a continuous basis shares of the Fund through its sales
agents. Most sales agents also serve as insurance representatives of the Sentry
Insurance companies. Sales representatives receive a commission from the
Underwriter of 1% on all sales of Fund shares. However, since the Fund is a "no
load" fund, no sales commissions are charged on the purchase of Fund shares
and, therefore, the Underwriter receives no commission from the Fund for its
services as an Underwriter.

Under the Agreement, the Underwriter has agreed to furnish clerical and
administrative personnel and services to the Fund, and provide office space,
facilities and equipment required by such personnel other than such services as
may be furnished by the Adviser.

B-9

<PAGE> 29

voting securities of the Fund, upon at least 60 days' written notice to the
Underwriter. The Underwriter may terminate the Agreement by giving at least 60
days' written notice to the Fund.

Sentry Equity Services, Inc. also services the Fund under a separate Agency
Agreement as Transfer Agent, Dividend Disbursing Agent and Plan Agent
(including the maintenance of shareholder records). For these services, Sentry
Equity Services, Inc., is paid an annual fee of $8.50 per account. During the
fiscal year ended October 31, 1995, $24,781 was paid pursuant to this
Agreement. To handle these functions, Sentry Equity Services, Inc. has
contracted with Sentry Insurance for the use of its extensive data processing
staff and equipment. The Fund believes the payments by the Fund to Sentry
Equity Services, Inc. for the services described in this paragraph are
comparable to the charges of other companies performing similar services.

COMPUTATION OF NET ASSET VALUE

The net asset value per share is computed as of the close of trading
(generally, 4:00 p.m. eastern time) on the New York Stock Exchange each day on
which the Exchange is open for trading or on any other day on which there is a
sufficient degree of trading in the underlying assets of the Fund such that the
Fund's net asset value may be materially affected. The net asset value of the
Fund's shares is determined by dividing the value of its total assets, less its
liabilities, by the total number of shares outstanding. Portfolio securities
which are traded or listed on a national securities exchange are valued at the
last sales price thereof at the time of computation or, if there has been no
sale on that day, at the last bid price. Securities traded on the
over-the-counter market are valued at the mean between the last quoted bid and
asked prices at the time of computation, or in the case of National Market
Issues, the last sales price. Securities for which market quotations are not
readily available, and other assets of the Fund, are valued at fair value as
determined in good faith by the Fund's Board of Directors.

SHARE REDEMPTION

The Fund reserves the right in extraordinary circumstances to pay the
redemption price in whole or in part in portfolio securities if deemed
advisable by the Board of Directors or any executive officer of the Fund.
However, this option to redeem in portfolio securities is limited with respect
to each shareholder during any 90-day period to an amount not in excess of the
lesser of $250,000 or 1% of the net asset value of the Fund at the beginning of
such period. If redemption is made in portfolio securities, the shareholder
would incur brokerage expense if he or she sold the securities received. An
officer of the Fund would only make such a decision in cases of extreme urgency
where there was not sufficient time for the Board of Directors to act, and such
action would be subsequently reviewed by the Board of Directors.

The Board of Directors may by resolution, as provided by the Fund's Articles of
Incorporation, establish a redemption fee of not more than 1% of net asset
value for redemption of shares which have been outstanding less than one year.
If such a fee is established, shareholders will be given at least 30 days'
advance notice thereof.

The Fund may, by resolution of the Board of Directors, after giving at least
six months' written notice to the shareholder, redeem pursuant to the Fund's
Articles of Incorporation, all shares owned by any shareholder who (a) has been
a shareholder of record for more than five consecutive years; and (b) does not
own shares the original cost (purchase price) of which exceed $200 in the
aggregate at the time of redemption. For purposes of the foregoing where
multiple purchases and redemptions of shares have occurred and the Fund is
unable to specifically determine the original cost of the shares held by the
shareholder, the Fund shall deem those shares held at the time of such
redemption to be those acquired at the lowest original cost. The Directors have
taken no action on this matter but may consider it from time to time.
Shareholders will be notified if the Board of Directors adopts such a
resolution.

The Fund intends to exercise at all times the right provided in its Articles of
Incorporation to redeem at net asset value any portion of the shares owned
beneficially or of record by any shareholder, except corporate affiliates of
Sentry Insurance or other shareholders who have entered into agreements with
the Fund designed to take into account the interests of all shareholders, in
excess of 4.9% of the outstanding shares of the Fund. This right will

B-10

<PAGE> 30

not be exercised if a shareholder's percentage of ownership exceeds 4.9% of the
outstanding shares as a result of redemptions by other shareholders or the
reinvestment of any dividends or capital gains distributions.

PERFORMANCE INFORMATION

As described in the Prospectus, the Fund's historical performance may be shown
in the form of "average annual total return" and "total return" figures,
both of which measure the income generated by, and the effect of any realized
or unrealized appreciation or depreciation of, the underlying investments of
the Fund.

The Fund's average annual total return quotation is computed in accordance with
a standardized method prescribed by rules of the Securities and Exchange
Commission. The average annual total return for a specific period is found by
first taking a hypothetical $1,000 investment ("initial investment") in the
Fund's shares on the first day of the period and computing the ending
redeemable value ("redeemable value") of that investment at the end of the
period. The redeemable value is then divided by the initial investment, and
this quotient is taken to the Nth root (N representing the number of years in
the period) and 1 is subtracted from the result, which is then expressed as a
percentage. The calculation assumes that all income and capital gain dividends
by the Fund have been reinvested at net asset value on the reinvestment dates
during the period.

The calculation of the Fund's total return is not subject to a standardized
formula. Total return performance for a specific period is calculated by first
taking an investment (assumed in the Prospectus to be an initial investment of
$10,000) in the Fund's shares on the first day of the period and computing the
ending redeemable value ("redeemable value") of that investment at the end of
the period. The total return percentage is then determined by subtracting the
initial investment from the redeemable value and dividing the difference by the
initial investment and expressing the result as a percentage. The calculation
assumes that all income and capital gains dividends by the Fund have been
reinvested at net asset value on the reinvestment dates during the period.
Total return may also be shown as the increased dollar value of the
hypothetical investment over the period.

The Fund's performance quotations are based upon the historical earnings and
are not necessarily representative of future performance. Returns and net asset
value of the shares will fluctuate. Some of the factors affecting the Fund's
performance are general market conditions, operating expenses and investment
management. Shares of the Fund are redeemable at net asset value, which may be
more or less than original cost.

The average annual total return figures for the Fund for the one, five, and
ten-year periods ended October 31, 1995, are 12.97%, 14.18% and 12.31%,
respectively. The total return figures for the same periods ended October 31,
1995, are 12.97%, 94.1% and 219.2%, respectively. These figures do not reflect
the applicable sales load imposed prior to March 1, 1991.

TAX STATUS AND TAXATION

The Fund intends to continue to qualify as a "regulated investment company"
under Subchapter M of the Internal Revenue Code. Accordingly, if all taxable
net investment income and net capital gains are distributed to the
shareholders, the Fund will not be subject to federal income tax.

A 4% excise tax is imposed on the excess of the required distribution for a
calendar year over the distributed amount for such calendar year. The required
distribution generally is the sum of 98% of the Fund's net ordinary income for
the calendar year plus 98% of its net capital gain income for the one year
period ending October 31. The Fund intends to declare or distribute dividends
during the calendar year of an amount sufficient to prevent imposition of the
4% excise tax.

A portion of the ordinary income dividends paid by the Fund may be eligible for
the dividends received deduction available to corporate shareholders. The
aggregate amount eligible for the dividends received deduction may not exceed
the aggregate qualifying dividends received by the Fund for the fiscal year.

At the time an investor purchases shares of the Fund, a portion of the per
share net asset value may be represented by realized or unrealized appreciation
in the Fund's portfolio or undistributed income of the Fund.

B-11

<PAGE> 31

Subsequent distributions (or portions thereof) on such shares may in reality
represent a return of capital but will be taxable to the shareholder even if
the net asset value of the shareholder's Fund shares is, as a result of the
distributions, reduced below the shareholder's cost for such shares. For
federal tax purposes, however, the shareholder's original cost continues as the
tax basis of the shares and, on redemption, capital gain or loss will generally
be recognized on the difference between original cost and the redemption price.
This discussion and the discussion in the Prospectus under "Distributions to
Shareholders and Taxation" relate solely to federal income taxation.
Distributions may also be subject to state taxes.

Any loss recognized on the redemption of Fund shares held six months or less
will be a long-term capital loss to the extent of any long-term capital gain
dividends received on such shares. All or a portion of any loss realized on the
redemption of Fund shares may be suspended for federal income tax purposes if
the shareholder reinvests in shares of the Fund within 30 days before or after
the redemption.

The Fund is required to withhold federal income tax at the rate of 31%
(commonly called "backup withholding") on dividend distributions to certain
types of shareholders and from redemptions from their accounts with the Fund if
(i) the shareholder fails to furnish the Fund with the shareholder's taxpayer
identification number, (ii) the Internal Revenue Service ("IRS") notifies the
Fund that the number furnished by the shareholder is incorrect, (iii) the IRS
notifies the Fund that the shareholder has failed to report properly certain
income on his or her return, or (iv) the shareholder fails to certify that he
or she is not subject to backup withholding when required to do so.

The Fund is also required by law to withhold 20% of the taxable portion of
certain distributions from qualified retirement plans and 403(b) annuities.
This withholding requirement applies to any distribution from a qualified
retirement plan or 403(b) annuity that is eligible to be "rolled over." The
20% withholding requirement does not apply to distributions from IRA's or to
any part of a distribution that is transferred directly from the Fund to
another qualified retirement plan, 403(a) annuity plan or IRA. Shareholders
should consult their tax advisers regarding this 20% withholding requirement.

Shareholders who are non-resident aliens are subject to U.S. withholding tax on
ordinary income dividends (whether received in cash or shares) at a rate of 30%
or such lower rate as prescribed in an applicable tax treaty.

CAPITALIZATION OF THE FUND

Sentry Fund, Inc. has an authorized capital of 10,000,000 shares of capital
stock of a par value of $1 each. Each share is of the same class and has equal,
non-cumulative rights as to voting (with each full share entitled to one vote),
redemption, dividends and liquidation. Fund shares are fully-paid and
nonassessable upon their issuance and have no preemptive, conversion or
exchange rights, nor is there any liability of shareholders to further calls or
to assessment.

CUSTODIAN

Citibank, N.A., 399 Park Avenue, New York, New York, is custodian of the Fund's
securities and cash and handles receipts and disbursements for the Fund
pursuant to a Custodian Agreement. The custodian performs no management or
policymaking functions for the Fund. Its compensation is based on the number of
shares in the Fund's portfolio and the number of portfolio transactions.

INDEPENDENT ACCOUNTANTS

The Fund's independent accountants, Coopers & Lybrand L.L.P., 203 North LaSalle
Street, Chicago, Illinois, audit and report on the Fund's annual financial
statements, review certain regulatory reports and the Fund's income tax
statements, and perform other professional accounting, auditing, tax and
advisory services when engaged to do so by the Fund.

B-12

<PAGE> 32

SENTRY FUND, INC.

PORTFOLIO OF SECURITIES AND FINANCIAL STATEMENTS

OCTOBER 31, 1995 AND 1994

B-13

<PAGE> 33
[PORTFOLIO OF INVESTMENT SECURITIES -- October 31, 1995 SENTRY FUND, INC.]

VALUE
SHARES (NOTE 1)
- ------ --------
<S> <C> <C>
COMMON STOCKS (90.8%)
BUSINESS & CONSUMER SERVICES (11.8%)
25,000 American Greetings Corp. .................. $ 787,500
74,250 Analysts Int'l Corp........................ 2,199,656
25,000 Deluxe Corp. .............................. 671,875
67,500 + FiServe, Inc. ............................. 1,738,125
25,000 Block (H & R), Inc. ....................... 1,031,250
75,000 + Jaco Electronics, Inc. .................... 993,750
239,500 + Richey Electronics, Inc. .................. 2,035,750
39,500 Technalysis Corporation ................... 478,938

DRUG & HEALTH CARE (4.0%)
41,200 Bristol-Myers Squibb Co. .................. 3,141,500
25,000 + Uromed Corp. .............................. 265,625

ELECTRICAL EQUIPMENT (2.5%)
33,600 General Electric Co. ...................... 2,125,200

ELECTRONICS (7.5%)
40,000 Int'l. Business Machines Corp. ............ 3,890,000
110,000 + Recoton Corp. ............................. 2,447,500

ENERGY (7.2%)
30,700 + Belden & Blake Corp. ...................... 445,629
27,300 Cabot Oil & Gas Corp. ..................... 365,137
113,000 + Coho Energy, Inc. ......................... 579,125
38,000 + Dual Drilling Co. ......................... 370,500
5,000 Exxon Corporation ......................... 381,875
15,000 + Newpark Resources, Inc. ................... 238,125
60,000 + Oceaneering International, Inc. ........... 570,000
190,000 + Pool Energy Services Co. .................. 1,757,500
10,000 Texaco, Inc. .............................. 681,250
20,000 USX-Marathon Group ........................ 355,000
12,675 + Weatherford Enterra, Inc. ................. 305,784

FINANCIAL (13.0%)
20,000 Boatmen's Bancshares, Inc. ................ 760,000
50,000 First Financial Corp. (Wisc)............... 1,068,750
20,000 Firstar Corp. ............................. 707,500
40,400 National City Corp. ....................... 1,247,350
110,000 PNC Bank Corp. ............................ 2,887,500
60,000 + Security Capital Corp. .................... 3,285,000
45,000 Washington Federal, Inc. .................. 1,029,375

FOODS & RESTAURANT (12.9%)
90,000 + Ihop Corp. ................................ 1,935,000
45,000 + Int'l Dairy Queen Class A.................. 956,250
65,000 Lancaster Colony Corp. .................... 2,161,250
100,000 McDonald's Corp. .......................... 4,100,000
70,000 Richfood Holdings, Inc. ................... 1,750,000

HOUSING (1.4%)
75,000 + American Homestar Corp. ................... 1,200,000

LEISURE (0.3%)
25,000 Arctco, Inc. .............................. 281,250

MANUFACTURING (1.9%)
25,000 + Baldwin Piano & Organ Co. ................. 321,875
53,900 + Medar, Inc. ............................... 458,150
50,000 + Plexus Corp. .............................. 787,500

RETAIL (9.2%)
70,000 Baker (J), Inc. ........................... 402,500
80,000 + Best Buy Co., Inc. ........................ 1,660,000
20,000 CPI Corp. ................................. 365,000
20,000 + Dress Barn, Inc. .......................... 195,000
27,600 K Mart Corp. .............................. 224,250
50,000 + Mac Frugal's Bargain-Clothing, Inc. ....... 593,750
150,000 Walgreen Company .......................... 4,275,000

TOBACCO (9.2%)
60,000 Philip Morris Cos., Inc. .................. 5,070,000
90,000 UST, Inc. ................................. 2,700,000

TRANSPORTATION (9.9%)
27,000 + Cherry Corp. The Class A................... 337,500
10,000 + Cherry Corp. The Class B................... 135,000
50,000 + Custom Chrome, Inc. ....................... 1,256,250
36,000 Excel Industries, Inc. .................... 432,000
120,000 Harley-Davidson, Inc. ..................... 3,210,000
50,000 + HI-LO Automotive, Inc. .................... 293,750
10,000 Smith (A O) Corp. ......................... 207,500
114,000 + Starcraft Automotive Corp. ................ 741,000
66,800 Wabash National Corp. ..................... 1,695,050
----------
TOTAL COMMON STOCKS 76,586,894
(Cost $50,037,249) ----------

PRINCIPAL VALUE
AMOUNT SHORT-TERM SECURITIES (8.7%) (NOTE 1)
- --------- --------
<S> <C> <C>
COMMERCIAL PAPER - DISCOUNTED
848,000 IBM Credit Corp.
Note due 11/03/95 847,730
991,000 Household Finance
Note due 11/07/95 990,054
1,485,000 Household Finance
Note due 11/10/95 1,482,872
305,000 Norwest Financial, Inc.
Note due 11/14/95 304,369
726,000 General Electric Capital Corp.
Note due 11/14/95 724,503
847,000 Ford Motor Credit Corp.
Note due 11/17/95 844,843
1,207,000 IBM Credit Corp.
Note due 11/21/95 1,203,164
930,000 Ford Motor Credit Corp.
Note due 11/27/95 926,145
----------
TOTAL SHORT-TERM SECURITIES 7,323,680
(Cost $7,323,680) ----------

TOTAL INVESTMENTS (99.5%) 83,910,574
(Cost $57,360,929)

CASH AND RECEIVABLES
LESS LIABILITIES (0.5%) 463,116
----------
NET ASSETS (100%) $84,373,690
===========

</TABLE>

+Non-income producing security during the year ended October 31, 1995.

See accompanying notes to financial statements

B-14

<PAGE> 34
SENTRY FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995

<TABLE>
<S> <C> <C>
ASSETS:
Investments in securities, at
market value (cost $57,360,929) $83,910,574
Cash 116,935
Receivables:
Investment securities sold 457,500
Dividends 63,258
-----------
Total assets $84,548,267

LIABILITIES:
Investment advisory fees 162,289
Transfer agent fees 2,156
Custodian fees 1,482
Professional services 8,650
-----------
Total liabilities 174,577
-----------
NET ASSETS $84,373,690
===========
ANALYSIS OF NET ASSETS:
Capital shares $51,857,561
Undistributed net investment income 473,835
Undistributed net realized gain on
sales of investments 5,492,649
Unrealized appreciation on investments 26,549,645
-----------
Net assets applicable to outstanding shares $84,373,690
===========
Capital Shares Outstanding 5,179,457
===========
Net Asset Value and
Redemption and Offering Price per Share $16.29
======
<CAPTION>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 1995

<S> <C> <C>
INVESTMENT INCOME:
Income:
Dividends $1,389,925
Interest 257,099
----------
Total investment income $1,647,024

Expenses:
Investment advisory fees 609,977
Transfer agent fees 24,781
Professional services 12,507
Printing, stationery and postage 6,160
Licenses and fees 17,435
Directors' fees 3,000
Other expenses 22,944
----------
Total expenses 696,804
-----------
Net investment income 950,220
-----------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain on sales of investments 5,767,028
Increase in unrealized appreciation
of investments 3,352,885
-----------
Net realized and unrealized gain
on investments 9,119,913
-----------
Net increase in net assets resulting
from operations $10,070,133
</TABLE> ===========

See accompanying notes to financial statements

B-15

<PAGE> 35

SENTRY FUND, INC.

STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended October 31, 1995 and 1994

<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
OPERATIONS:
Net investment income $ 950,220 $ 919,248

Net realized gain on sales
of investments 5,767,028 3,943,899

Increase (decrease) in unrealized
appreciation on investments 3,352,885 (1,189,105)
----------- ------------
Net change in net assets
resulting from operations 10,070,133 3,674,042
----------- ------------
DISTRIBUTIONS:
Dividends from net
investment income (891,072) (1,081,076)
Distributions of net realized gains (3,961,557) (4,984,358)
----------- ------------
Total distributions to shareholders (4,852,629) (6,065,434)
----------- ------------
CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 4,714,480 6,585,067
Net asset value of shares issued to
shareholders in reinvestment
of distributions 4,805,308 6,006,955
----------- ------------
9,519,788 12,592,022
Cost of shares redeemed (9,985,556) (6,893,914)
----------- -----------
(Decrease) increase in net assets
derived from capital share
transactions (465,768) 5,698,108
----------- ------------
NET ASSETS:
Total increase in net assets 4,751,736 3,306,716
Beginning of year 79,621,954 76,315,238
----------- ------------
End of year (including
undistributed net investment
income of $473,835 and
$414,687, respectively) $84,373,690 $79,621,954
=========== ============
</TABLE>

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

Sentry Fund, Inc. (Fund) is registered with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended, as a
diversified, open-end management investment company. The following is a
summary of significant accounting policies followed by the Fund in the
preparation of its financial statements.

a. Security Valuation -- Securities traded on any national securities exchange
or over-the-counter market are valued at the last reported sales price;
short-term securities are stated at amortized cost, which approximates
current value.

b. Federal Income and Excise Taxes -- No provision for Federal income or excise
taxes is considered necessary since the Fund intends to distribute to its
shareholders substantially all of its taxable income, and to otherwise comply
with the provisions of the Internal Revenue Code applicable to regulated
investment companies.

c. Investment Income and Security Transactions -- Security transactions are
accounted for on the trade date. Dividend income and distributions to
shareholders are recorded on the ex-dividend date and the record date,
respectively. Interest income is recognized when earned. Realized gains and
losses from securities transactions are determined by comparing the
identified cost of the security lot sold with the net sales proceeds.

See accompanying notes to financial statements

B-16

<PAGE> 36

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. CAPITAL SHARES

At October 31, 1995, there were 10,000,000 shares of $1 par value capital
stock authorized. Transactions in capital stock for the years ended
October 31, 1995 and 1994 were as follows:

<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
Shares sold 312,285 437,630
Shares issued to shareholders in reinvestment of distributions 345,286 407,772
--------- ---------
657,571 845,402
Shares redeemed (652,520) (462,807)
--------- ---------
Net increase in shares outstanding 5,051 382,595
========= =========
</TABLE>

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of common stock during the year ended October 31, 1995
aggregated $20,368,130 and $29,704,280, respectively.

4. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Under terms of its investment advisory agreement with Sentry Investment
Management, Inc., the Fund pays an advisory fee equal to .75% of the
average daily net asset value of the Fund. However, under the terms of the
agreement, if the total annual expenses of the Fund (excluding taxes,
portfolio brokerage commissions and interest, but including investment
advisory fees) exceed 1-1/2% of the first $30,000,000 and 1% of the balance
of the average daily net asset value of the Fund in any one fiscal year,
the investment adviser will reimburse the Fund for such excess. Expenses
did not exceed the applicable limitation for the year ended October 31,
1995.

Sentry Equity Services, Inc., (SESI), as principal underwriter of the
Fund, paid $8,302 in commissions to sales representatives for the year
ended October 31, 1995. In addition, SESI also acts as transfer agent and
receives annual fees from the Fund of $8.50 per shareholder account.

As of October 31, 1995, affiliates of Sentry Insurance and the Sentry 401K
Plan held 25% and 37%, respectively, of the Fund's outstanding capital
stock.

5. DISTRIBUTIONS TO SHAREHOLDERS

Net realized gains from security transactions are distributed to
shareholders in the succeeding year, unless there are capital loss
carryovers which may be applied against such realized gains. On December
21, 1994 and June 8, 1995, the Fund distributed $3,696,206 ($.71 per share)
and $265,351 ($.05 per share) related to the prior fiscal year's net
realized capital gains. Undistributed realized capital gains and net
investment income as of October 31, 1995 will be paid out on December 19,
1995. On December 21, 1994, and June 8, 1995, the Fund distributed $572,651
($.11 per share) and $318,421 ($.06 per share), respectively, from net
investment income.

B-17

<PAGE> 37

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. INCOME TAX INFORMATION

Unrealized gains and losses on investment securities for both financial
statement and Federal income tax purposes at October 31, 1995 were as
follows:

<TABLE>
<CAPTION>
1995
------------
<S> <C>
Gross unrealized gains $30,959,524
Gross unrealized losses 4,409,879
-----------
Net $26,549,645
</TABLE> ===========

The aggregate investment cost for both financial statement and Federal
income tax purposes at October 31, 1995 was $57,360,929.

FINANCIAL HIGHLIGHTS

The following presents information relating to a share of capital stock of
the Fund outstanding for the entire period:

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
-------------------------------------------------------------
1995 1994 1993 1992 1991
------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $ 15.39 $ 15.93 $ 15.17 $ 15.34 $ 12.04
------- ------- ------- ------- -------
Income From Investment Operations
---------------------------------
Net Investment Income .18 .18 .23 .29 .36
Net Realized and Unrealized Gains
on Investments 1.65 .53 1.12 1.03 3.95
------- ------- ------- ------- -------
Total from Investment Operations 1.83 .71 1.35 1.32 4.31

Less Distributions
------------------
Dividends From Net Investment Income (.17) (.22) (.23) (.35) (.36)
Distribution From Net Realized Gains (.76) (1.03) (.36) (1.14) (.65)
------- ------- ------- ------- -------
Total Distributions (.93) (1.25) (.59) (1.49) (1.01)

Net Asset Value End of Period $ 16.29 $ 15.39 $ 15.93 $ 15.17 $ 15.34
======= ======= ======= ======= =======
Total Return 12.97% 4.86% 9.17% 9.09% 37.59%

Net Assets, End of Period (in Thousands) $84,374 $79,622 $76,315 $69,454 $60,931
Ratio of Expenses to Average Net Assets .86% .86% .87% .88% .84%
Ratio of Net Investment Income to
Average Net Assets 1.17% 1.19% 1.48% 1.95% 2.56%
Portfolio Turnover Rate 26.54% 16.31% 22.34% 12.58% 2.53%
</TABLE>

B-18

<PAGE> 38

INDEPENDENT ACCOUNTANTS' REPORT

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF SENTRY FUND, INC.:

We have audited the accompanying statement of assets and liabilities of Sentry
Fund, Inc., including the portfolio of investment securities, as of October 31,
1995, and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the period
then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Sentry Fund, Inc. as of October 31, 1995, the results of its operations for the
year then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years in
the period then ended, in conformity with generally accepted accounting
principles.

Coopers & Lybrand LLP

Chicago, Illinois
November 29, 1995

B-19

<PAGE> 39

PART C
<PAGE> 40

PART C

OTHER INFORMATION
-----------------

ITEM 24

(a) Financial Statements of Sentry Fund, Inc.

Included in Part A:

Financial Highlights

Included in Part B:

Portfolio of Investment Securities, October 31, 1995

Statement of Assets and Liabilities, October 31, 1995

Statement of Operations for the Year Ended October 31, 1995

Statements of Changes in Net Assets for the Years Ended
October 31, 1995 and 1994

Notes to Financial Statements

Financial Highlights

Independent Accountants' Report

All other schedules not included have been omitted as they are not applicable
or the information required is shown elsewhere in the financial statements.

<PAGE> 41

ITEM 24

(b) Exhibits

1. Articles of Incorporation of Registrant (1)

2. (a) Bylaws of Registrant (2)

(b) Rules and Regulations adopted by Board of
Directors (3)

3. Inapplicable

4. Specimen Stock Certificate (4)

5. Form of Investment Advisory Agreement between
Registrant and Sentry Investment Management, Inc.
dated March 1, 1991 (8)

6. (a) Form of Underwriter Agreement between
Registrant and Sentry Equity Services, Inc. dated
December 4, 1990 (8)

(b) Form of Dealer Agreement (8)

7. Inapplicable

8. Form of Custodian Agreement between Registrant and
Citibank, N.A. dated May 1, 1989 (5)

9. (a) Form of Agency Agreement between Registrant
and Sentry Equity Services, Inc. (3)

(b) Form of Name Agreement between Registrant and
Hardware Mutual Casualty Company (1)

10. Opinion and Consent of Vedder, Price, Kaufman &
Kammholz, Counsel for Registrant (4)

11. Consent of Coopers & Lybrand L.L.P.

12. Inapplicable

13. Inapplicable

14. (a) Model Keogh Plan, Custodial Agreement and
Adoption Agreement (6)

(b) Model Individual Retirement Custodian Account
(7)

15. Inapplicable

16. Performance Computation Schedule (9)

17. Financial Data Schedule (10)

18. Inapplicable

(1) Items 1 and 9(b) are incorporated herein by reference to such items in
the Registration statement under the Securities Act of 1933 of
Registrant on Form N-8B-1 filed on or about July 18, 1969.

(2) Item 2(a) is incorporated herein by reference to such item in the
Registration Statement under the Securities Act of 1933 of Registrant
in Amendment No. 18 to Form N-1A filed on or about December 30, 1980.
<PAGE> 42

(3) Items 2(b), 9(a) and 9(c) are incorporated herein by reference to such
items in the Registration Statement under the Securities Act of 1933
of Registrant in Amendment No. 1 to Form N-8B-1 filed on or about May
18, 1970.

(4) Items 4 and 10 are incorporated herein by reference to such items in
the Registration Statement under the Securities Act of 1933 of
Registrant in Amendment No. 1 to Form S-5 filed on or about May 18,
1970.

(5) Item 8 is incorporated herein by reference to such item in the
Registration Statement under the Securities Act of 1933 of Registrant
in Amendment No. 27 to Form N-1A filed on or about February 28, 1990.

(6) Item 14(a) is incorporated herein by reference to such item in the
Registration Statement under the Securities Act of 1933 of Registrant
in Amendment No. 26 to Form N-1A filed on or about February 28, 1989.

(7) Items 14(b) and 14(c) are incorporated herein by reference to such
items in the Registration Statement under the Securities Act of 1933
of Registrant in Amendment No. 23 to Form N-1A filed on or about
January 28, 1986.

(8) Items 5, 6(a) and 6(b) are incorporated herein by reference to such
items in the Registration Statement under the Securities Act of 1933
of Registrant in Amendment No. 28 to Form N-1A filed on or about March
1, 1991.

(9) Item 16 is incorporated by reference to such item in the Registration
Statement under the Securities Act of 1933 of Registrant in Amendment
No. 30 to Form N-1A filed on or about February 20, 1993.

(10) Item 17 is incorporated by reference to such item in the Form N-SAR
filing made by Registrant on or about December 29, 1995.

ITEM 25. Persons Controlled by or under Common Control with Registrant

The following is a description of all persons who might be considered
to be directly or indirectly controlled by or under common control with the
Registrant:

1. Sentry Insurance a Mutual Company ("Sentry Insurance"), a Wisconsin
corporation, is affiliated with the Registrant, a Maryland
corporation.

2. Sentry Insurance is also affiliated with Sentry Foundation, Inc., a
Wisconsin corporation.

3. Sentry Insurance is also affiliated with Sentry Lloyd's of Texas, a
Texas Lloyd's corporation.

4. The following companies are wholly-owned subsidiaries of Sentry
Insurance:

(a) Middlesex Insurance Company ("Middlesex"), a Wisconsin
corporation;

(b) Dairyland Insurance Company ("Dairyland"), a Wisconsin
corporation;

(d) Parker Stevens Agency, Inc., a Wisconsin corporation;

(e) Parker Stevens Agency of Mass., Inc., a Massachusetts
corporation;

(f) Sentry Investment Management, Inc., a Delaware corporation;

(g) Sentry Equity Services, Inc., a Delaware corporation;

(h) Sentry Services, Inc., a Wisconsin corporation;

(i) Sentry Aviation Services, Inc., a Wisconsin corporation; and

(j) WAULECO, Inc., a Wisconsin corporation.

5. Patriot General Insurance Company, a Wisconsin corporation, is a
wholly-owned subsidiary of Middlesex.

6. Sentry Life Insurance Company of New York, a New York corporation, is
a wholly-owned subsidiary of Sentry Life.

7. Dairyland County Mutual Insurance Company of Texas, a Texas
corporation, is affiliated with Dairyland.

<PAGE> 43

ITEM 26. Number of Holders of Securities (As of January 15, 1996)

Title of Class Number of Record Holders
- -------------- ------------------------
Common Stock, $1.00 par value 2,690

ITEM 27. Indemnification

The Maryland General Corporation Law, Section 2-418 provides for
indemnification of directors, officers, employees and agents. Officers,
directors, employees and agents of the Fund will be indemnified to the fullest
extent allowed by Maryland law.

Article VII, Section "H" of the Registrant's Articles of
Incorporation provides that the Registrant will indemnify its directors and
officers against expenses, judgments, fines and settlements reasonable incurred
by them by reason of their offices, provided that such persons acted in good
faith and subject to other specified conditions. In addition, the same section
of the Articles permits the Registrant to purchase insurance against certain
liabilities of directors and officers.

In accordance with Section 17(h) of the Investment Company Act, this
provision of the Articles shall not protect any person against any liability to
the Registrant or its stockholders to which he or she would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, 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 is, therefore, 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, or controlling
persons 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 of
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 participates in an insurance policy covering the
Registrant and the Investment Adviser and their respective directors, officers,
and employees against certain liabilities arising out of acts, omissions and
breaches of duty in connection with their offices and employment with such
entities. This insurance policy has limits of $2,500,000 per occurrence and
$10,000,000 in the aggregate.

ITEM 28. Business and Other Connections of Investment Adviser

Sentry Investment Management, Inc., the investment adviser of the
Registrant, also acts as investment adviser to other companies (primarily
insurance companies) affiliated with the adviser.

The following table describes all other business, professions,
vocations and employments of a substantial nature in which each director or
officer of the adviser is, or has been during the past two fiscal years,
engaged for his own account or in the capacity of director, officer, employee,
partner or trustee. The principal business address for the companies listed is
1800 North Point Drive, Stevens Point, Wisconsin 54481.
<PAGE> 44

<TABLE>
<CAPTION>
Capacity with
Sentry Investment Substantial Business
Name Management, Inc. and Other Connections
---- ----------------- ---------------------
<S> <C> <C>
Steven R. Boehlke Director (Chairman President of Sentry Fund,
of the Board) and Inc.; Vice President -
President Investments of Sentry Insurance a Mutual Company ("Sentry
Insurance"); and a director of the following subsidiaries and
affiliates of Sentry Insurance: WAULECO, Inc., Patriot General
Insurance Company, Middlesex Insurance Company, Sentry Life
Insurance, and Sentry Life Insurance Company of New York.

Larry C. Ballard Director Chairman of the Board, President and Chief Executive Officer of
Sentry Insurance; Chairman of the Board and Chief Executive Officer
of Sentry Life Insurance Company; and an officer and a director of
various other companies in the Sentry Group.

William J. Schaars Vice President and None
Treasurer

William M. O'Reilly Secretary and Director Vice President, General Counsel and Corporate Secretary of Sentry
Insurance; Secretary of Sentry Fund, Inc.; and an officer and a
director of various other companies in the Sentry Group.
</TABLE>

ITEM 29. Principal Underwriters

(a) None

(b) The principal business address of each director and officer of
the principal underwriter is 1800 North Point Drive, Stevens
Point, Wisconsin 54481. Other required information is as
follows:

<TABLE>
<CAPTION>
(1) (2) (3)
Name Positions and Positions and
---- Offices with Underwriter Offices with Registrant
------------------------ -----------------------
<S> <C> <C>
John A. Stenger President Vice President
David M. Potts Vice President None
Thomas H. Weingarten Treasurer Treasurer
William M. O'Reilly Secretary Secretary
Larry C. Ballard Director None
Dale R. Schuh Director (Chairman Director (Chairman
of the Board) of the Board)
Wayne R. Ashenberg Director Director
</TABLE>

ITEM 30. Location of Accounts and Records

All accounts, books and other documents are maintained at the offices
of Sentry Equity Services, Inc., 1800 North Point Drive, Stevens Point,
Wisconsin 54481.

ITEM 31. Management Services

None.

ITEM 32. Undertakings

The Registrant hereby undertakes to furnish each person to whom a
Prospectus is delivered a copy of the Registrant's latest Annual Report to
Shareholders, upon request and without charge.
<PAGE> 46

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that this amendment to
its Registration Statement meets all the requirements for effectiveness of this
Registration pursuant to Rule 485(b) under the Securities Act of 1933, and has
duly caused this amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Stevens
Point, and State of Wisconsin, on February 19, 1996.

SENTRY FUND, INC., Registrant

BY: s/Steven R. Boehlke
--------------------------------
Steven R. Boehlke, President

Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
Principal Executive Officers and Directors Date
<S> <C>
s/Dale R. Schuh February 19, 1996
- ------------------------------------------ -----------------------------
Dale R. Schuh, Chairman of the Board
(Principal Executive Officer)

s/Steven R. Boehlke February 19, 1996
- ------------------------------------------ -----------------------------
Steven R. Boehlke, President

s/Thomas H. Weingarten February 19, 1996
- ------------------------------------------ -----------------------------
Thomas H. Weingarten, Treasurer
(Principal Financial Officer)

s/John A. Stenger February 19, 1996
- ------------------------------------------ -----------------------------
John A. Stenger, Vice President

s/William M. O'Reilly February 19, 1996
- ------------------------------------------ -----------------------------
William M. O'Reilly, Secretary

s/David W. Graebel February 19, 1996
- ------------------------------------------ -----------------------------
David W. Graebel, Director

s/Thomas R. Copps February 19, 1996
- ------------------------------------------ -----------------------------
Thomas R. Copps, Director

s/Steven J. Umland February 19, 1996
- ------------------------------------------ -----------------------------
Steven J. Umland, Director

s/Wayne R. Ashenberg February 19, 1996
- ------------------------------------------ -----------------------------
Wayne R. Ashenberg, Director

</TABLE>
<PAGE> 47

INDEX TO EXHIBITS

Exhibits

1. Articles of Incorporation of Registrant (1)

2. (a) Bylaws of Registrant (2)

(b) Rules and Regulations adopted by Board of Directors (3)

3. Inapplicable

4. Specimen Stock Certificate (4)

5. Form of Investment Advisory Agreement between Registrant and
Sentry Investment Management, Inc. dated March 1, 1991 (8)

6. (a) Form of Underwriter Agreement between Registrant and
Sentry Equity Services, Inc. dated December 4, 1990 (8)

(b) Form of Dealer Agreement (8)

7. Inapplicable

8. Form of Custodian Agreement between Registrant and Citibank,
N.A. dated May 1, 1989 (5)

9. (a) Form of Agency Agreement between Registrant and Sentry
Equity Services, Inc. (3)

(b) Form of Name Agreement between Registrant and Hardware
Mutual Casualty Company (1)

10. Opinion and Consent of Vedder, Price, Kaufman & Kammholz,
Counsel for Registrant (4)

11. Consent of Coopers & Lybrand L.L.P.

12. Inapplicable

13. Inapplicable

14. (a) Model Keogh Plan, Custodial Agreement and Adoption
Agreement (6)

(b) Model Individual Retirement Custodian Account (7)

15. Inapplicable

16. Performance Computation Schedule (9)

17. Financial Data Schedule (10)

18. Inapplicable

(1) Items 1 and 9(b) are incorporated herein by reference to such items in the
Registration statement under the Securities Act of 1933 of Registrant on
Form N-8B-1 filed on or about July 18, 1969.

(2) Item 2(a) is incorporated herein by reference to such item in the
Registration Statement under the Securities Act of 1933 of Registrant in
Amendment No. 18 to Form N-1A filed on or about December 30, 1980.
<PAGE> 48

(3) Items 2(b), 9(a) and 9(c) are incorporated herein by reference to such
items in the Registration Statement under the Securities Act of 1933 of
Registrant in Amendment No. 1 to Form N-8B-1 filed on or about May 18,
1970.

(4) Items 4 and 10 are incorporated herein by reference to such items in the
Registration Statement under the Securities Act of 1933 of Registrant in
Amendment No. 1 to Form S-5 filed on or about May 18, 1970.

(5) Item 8 is incorporated herein by reference to such item in the
Registration Statement under the Securities Act of 1933 of Registrant in
Amendment No. 27 to Form N-1A filed on or about February 28, 1990.

(6) Item 14(a) is incorporated herein by reference to such item in the
Registration Statement under the Securities Act of 1933 of Registrant in
Amendment No. 26 to Form N-1A filed on or about February 28, 1989.

(7) Items 14(b) and 14(c) are incorporated herein by reference to such items
in the Registration Statement under the Securities Act of 1933 of
Registrant in Amendment No. 23 to Form N-1A filed on or about January 28,
1986.

(8) Items 5, 6(a) and 6(b) are incorporated herein by reference to such items
in the Registration Statement under the Securities Act of 1933 of
Registrant in Amendment No. 28 to Form N-1A filed on or about March 1,
1991.

(9) Item 16 is incorporated by reference to such item in the Registration
Statement under the Securities Act of 1933 of Registrant in Amendment No.
30 to Form N-1A filed on or about February 20, 1993.

(10) Item 17 is incorporated by reference to such item in the Form N-SAR filing
made by Registrant on or about December 29, 1995.

<PAGE> 1

[COOPERS & LYBRAND LETTERHEAD]

Exhibit 11

CONSENT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
of Sentry Fund, Inc.

We consent to the inclusion in Post-Effective Amendment No. 33 to the
Registration Statement of Sentry Fund, Inc. (the "Fund") on Form N-lA (File No.
2-34038) of our report dated November 29, 1995, on our audit of the financial
statements and financial highlights of the Fund, which report is included in
the Registration Statement We also consent to the reference to our Firm under
the captions "Independent Accountants".

/s/ Coopers & Lybrand L.L.P.

Chicago, Illinois
February 26, 1996