HUDSON INVESTORS FUND INC, 485BPOS, 1996-04-11

HUDSON INVESTORS FUND INC
485BPOS, 1996-04-11

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As filed with the Securities and Exchange Commission on April 2, 1996

Securities Act File No. 33-67174
Investment Company Act File No. 811-7956

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 1

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

Amendment No. 5
(Check appropriate box or boxes)

__________________

HUDSON INVESTORS FUND, INC.
(Exact Name of Registrant as Specified in Charter)

1117 Route 46 East, Suite 101 07013
Clifton, New Jersey (Zip Code)
(Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area (201) 458-8206
___________________

JAVED LATEF
President
HUDSON INVESTORS FUND, INC.
1117 Route 46 East, Suite 101
Clifton, New Jersey 07013
(Name and Address of Agent for Service)
_________________

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

/X/ immediately upon filing pursuant to paragraph (b)
/ / on ______________, pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a) of rule 485.

The Registrant has registered an indefinite number of its shares under
the Securities Act of 1933 pursuant to Section (a)(1) of Rule 24f-2 of the
Investment Company Act of 1940. Pursuant to Section (b)(2) of Rule 24f-2, the
Registrant filed a Rule 24-f Notice for its fiscal year ended December 31, 1995
with the Securities and Exchange Commission on April 4, 1996.

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Copy To: James P. Jalil, Esq.
Shustak Jalil Sanders & Heller
545 Madison Avenue
New York, New York 10022
_________________

Approximate Date of Proposed Public Offering: As soon as practicable after
the effective date of this Registration Statement.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940 the
Registrant hereby declares that it is registering an indefinite amount of its
securities pursuant to this Registration Statement

The Registrant hereby amends this Registration Statement under the
Securities Act of 1933 on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become
effective in accordance with the provisions of Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such
date as the Commission acting pursuant to Section 8(a), may determine.

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CONTENTS OF FORM N-1A

Prospectus
Caption
----------

Part A. INFORMATION REQUIRED IN A PROSPECTUS

Item 1. Cover Page Cover Page
Item 2. Synopsis Hudson Investors
Fund, Inc.
Item 3. Condensed Financial Information Fund Expenses
Item 4. General Description of Registrant Description of Fund
Item 5. Management of the Fund Management of the
Fund
Item 6. Capital Stock and other Securities Description of
Common Stock
Item 7. Purchase of Securities Being Offered How to Buy Fund
Shares
Item 8. Redemption or Repurchase How to Redeem Fund
Shares
Item 9. Legal Proceedings Not Applicable

Part B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History Not Applicable
Item 13. Investment Objectives and Policies Investment
Restrictions
Item 14. Management of the Registrant Directors & Officers
of the Fund
Item 15. Control Persons and Principal
Holders of Securities Not Applicable
Item 16. Investment Advisory and
Other Services Investment Advisory
Agreement
Item 17. Brokerage Allocation Portfolio
Transactions &
Brokerage
Commissions
Item 18. Capital Stock and Other Securities Not Applicable
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered How to Buy Fund
Shares
Item 20. Tax Status Additional
Information
Concerning Taxes
Item 21. Underwriters Not Applicable
Item 22. Calculation of Performance Data Additional
Information on
Performance
Calculations &
Total Return
Calculations
Item 23. Financial Statements Financial Statements

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Part C. OTHER INFORMATION

Item 24. Financial Statement and Exhibits Financial Statement
and Exhibits
Item 25. Persons Controlled by or Under Persons Controlled
Common Control by or Under
Common Control
Item 26. Number of Holders of Securities Number of Holders of
Securities
Item 27. Indemnification Indemnification
Item 28. Business and Other Connections of Business and Other
Investment Advisor Connections of
Investment
Advisor
Item 29. Principal Underwriters Principal
Underwriters
Item 30. Location of Accounts and Records Location of Accounts
and Records
Item 31. Management Services Management Services
Item 32. Undertakings Undertakings

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PROSPECTUS
April 2, 1996

HUDSON INVESTORS FUND, INC.

The HUDSON INVESTORS FUND, INC. (the "Fund") is a diversified open-end
management investment company known as a mutual fund. There is no sales charge
incurred in making an investment in the Fund.

The Fund seeks to provide growth of capital through equity investment
in business enterprises whose primary products, services and conduct meet strict
ethical standards. For example, the Fund will not invest in entities which are
involved to any degree in gambling, tobacco or alcoholic beverages, which are in
the business of lending money, countenance violations of human rights, or
recklessly or unlawfully pollute the environment. In addition, the Fund will
not invest in interest bearing instruments. Rather, the Fund will concentrate
its investments in businesses in which nearly all strict moral and ethical
investors, regardless of philosophical, religious or personal moral standards,
would feel comfortable in supporting.

This Prospectus sets forth concisely information about the Fund that
you should know before investing. It should be read and retained for future
reference.

A Statement of Additional Information for the Fund (also known as Part
B), dated April 2, 1996, which may be revised from time to time, provides a
further discussion of certain areas in this Prospectus and other matters which
may be of interest to some investors. It has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. For a free copy,
write or call the Fund at its address or telephone number set forth under
"General Information" in the Prospectus.

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

THIS PROSPECTUS HAS BEEN PRINTED ON RECYCLED PAPER.

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FUND EXPENSES

A. SHAREHOLDERS TRANSACTION EXPENSES

Sales Loan on Purchases None
Sales Loan on Reinvested Dividends None
Deferred Sales Load None
Redemption Fee (Redemption within one year)(1) None
Redemption Fee (Redemption after one year) None(2)

B. ANNUAL FUND OPERATING EXPENSES ESTIMATED FISCAL 1994
(as a percentage of net assets)

Management Fees(3) 1.0%
Rule 12b-1 Fees(3) 1.0%
Administrative Fees(3) 0.25%
Other Expenses 1.7%
----
Total Fund Operating Expenses 3.95%

C. EXAMPLE

You would pay the following expenses on a $1,000 investment, assuming (1) a
5% annual return and (2) redemption at the end of each period:

1 Year $ 40
3 Years $120(1)

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(1) The Fund will file an exemptive order request with the Securities and
Exchange Commission to permit the Fund to charge a Redemption Fee of 2.00% on
redemptions occurring within one year of investment. Until such exemptive order
is received, the Fund may not impose a Redemption Fee. While the Fund believes
its exemptive order request will be granted, no assurance can be given that the
Securities and Exchange Commission will grant such an order, in which case no
Redemption Fee will be imposed.

(2) Long term shareholders may pay more than the economic equivalent of
the maximum allowable sales load permitted by the National Association of
Securities Dealers, Inc.

(3) Management Fees, 12b-1 Fees and Administrative fees are currently
waived.

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Explanation of Table: The purpose of the table is to assist you in
understanding the various costs and expenses that an investor in the Fund may
bear directly or indirectly. While the example assumes a 5% annual return, the
Fund's actual performance will vary and may result in an actual return more or
less than 5%. The example should not be considered a representation of future
expenses or performance. The Fund is new and the above figures are estimates
only. Actual expenses may be more or less than those shown.

A. Shareholder Transaction Expenses are charges you pay when you buy or
sell shares of the Fund. If you request a wire redemption of less than $1,000,
you will be charged a $20.00 wire fee.

B. Annual Fund Operating Expenses are based on an estimate of the Fund's
expenses. Management Fees are paid by the Fund to Hudson Advisors, Inc. (the
"Management") for managing the Fund's investments, Administrative Fees are paid
by the Fund to Hudson Investment Management, Inc. (the "Administrator") for
managing the Fund's business affairs. These fees may be decreased depending on
the size of the Fund. See "Manager Administrator". The Fund incurs Other
Expenses for maintaining shareholder records, furnishing shareholder statements
and reports, and other services. Since the Fund has no operating history, the
amount shown as "Other Expenses" is estimated. Management Fees, Administrative
Fees and Other Expenses have already been reflected in the Fund's yield or share
price and are not charged directly to individual shareholder accounts.

DESCRIPTION OF THE FUND

The Hudson Investors Fund, Inc. (the "Fund") is a diversified open-end
investment management company seeking as its primary objective growth of capital
with production of income as a secondary objective. The Fund will seek to
achieve these objectives through investment in the securities of companies which
meet strict ethical standards.

INVESTMENT OBJECTIVES AND POLICIES OF THE FUND

GENERAL

The Fund will seek to provide growth of capital through equity investment
in business enterprises whose primary products, services and conduct meet strict
ethical standards. For example, as more fully set out below, the Fund will not
invest in business enterprises which are involved to any significant degree in
gambling, or the manufacture, sale or distribution of tobacco products or
alcoholic beverages, which lend money for interest, support or countenance
violations of human rights, or recklessly or unlawfully pollute the environment.
Rather, the Fund will concentrate its investments on businesses in which nearly
all strict moral and ethical investors, regardless of personal, philosophical,
religious or moral standards, would feel comfortable in supporting. The Fund
may invest up to 10% of its net assets in unregistered securities, although the
Fund may take into consideration the likelihood of any such company registering
these or any of its securities in the foreseeable future. Current income
exclusively through dividends is secondary to the primary goal of capital
appreciation. The investment objectives of the Fund may not be changed without
the approval of the holders of a majority of the outstanding shares of the Fund.
There can be no assurance that the Fund's investment objectives will be
achieved.

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PARTICULAR CONSIDERATIONS

Consideration of any particular investment first involves an
assessment of whether that business entity's primary business purpose, product
or service is consistent with the strict ethical and moral foundations upon
which the Fund is based. While no list of ethical considerations can be
exhaustive or complete, an understanding of the restrictions on investment must
include at its base the fundamental concept that modern society necessarily
brings each person into daily contact with forces that many would like to avoid,
and certainly would not want to invest in. Broad categories of products and
service industries that many would care to avoid include alcoholic beverages,
tobacco, illicit drug paraphernalia, literature or material that is pornographic
or supportive of lifestyles based on drug abuse, violence or immorality as well
as enterprises which own or draw a significant portion of their revenues or
income from operating casinos, which offer entertainment of a lewd or immoral
nature, or which primarily sell or distribute any of the products mentioned
above (hereinafter, "prohibited activities").

The Fund will not lend money for interest, nor will it invest in
organizations that do so, including banks. Rather, the Fund will at all times,
to the extent possible, invest in equity securities and equity equivalents.
Dividend income will be permitted and the Fund may invest in dividend producing
securities.

The Fund also will not invest in business enterprises which,
regardless of its products or services, diminish the quality of life. For
example, the Fund will not invest in any corporation which does not meet or
exceed the environmental requirements of the jurisdictions in which it operates
or otherwise recklessly destroys or pollutes the environment. The Fund will not
invest in any business which countenances, by its presence or otherwise,
violations of human rights such as apartheid or genocide.

Naturally, many of the decisions will be subjective and will involve
decisions such as materiality. There are few, if any, universal measurements of
ethical or moral standards. The selection of appropriate investments,
therefore, will largely be within the discretion and judgment of the management
of the Fund. In addition, it should be noted that the moral and ethical
considerations inherent in the Funds' investment philosophy necessarily limit
the available investments compared with funds with no such criteria.

THE INVESTMENT SELECTION PROCESS

Potential investment portfolio selections (based on traditional
investment considerations) will be identified by the Manager, using standard
research techniques, such as publicly available financial and operational data.
Once potential investments are identified, a more detailed investigation of the
financial affairs and the products, services and policies of the potential
investment will be considered. The Fund may conduct personal interviews with
company officials, inspection of facilities or use other appropriate methods, in
addition to traditional investment techniques, to ascertain whether the company
is the type of concern which would meet the Fund's particular requirements.

Once a security has been purchased, investigation of the company does
not end. The Manager will continuously monitor the companies in the Fund's
portfolio. The Manager will monitor all publicly available information
concerning the company, including the business press, communications with
shareholders and SEC filings.

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If after the initial purchase by the Fund it is determined that the
company's activities fall within the prohibited activities, the securities of
such companies will be eliminated from the portfolio when a gain results from
the sale. In no event, however, will such security be retained longer than six
months from the time the Fund learns of the investment disqualification. This
requirement may cause the Fund to dispose of a security at a time when it may be
disadvantageous to do so.

PARTICULAR MANAGEMENT POLICIES REGARDING INTEREST

The Fund will at all times, to the extent possible, be fully invested
in equities such as common stock and preferred stock. The Fund believes many
ethical investors are uncomfortable with lending money for interest and the Fund
will avoid this type of investment. The consequence of not investing in
interest-bearing securities is that the Fund will not enjoy the cash flow
generated by interest income and may be invested in equity securities that do
not produce current income. Interest income unavoidably incurred will be
minimal and, if any is realized, will be donated to neutral charities meeting
Internal Revenue Service requirements. Such charities would include the
American Red Cross, or the United Way. It is important to keep in mind that it
is not the intention or the purpose of the Fund to make charitable
contributions. Rather, it is to avoid profit realized from the lending of money
for interest. Unfortunately in the modern world funds must necessarily flow
through the banking system and through brokerage accounts, making interest
income almost impossible to avoid. But the Fund will be scrupulous in being
fully invested in equities and equity equivalents as quickly as possible and it
is anticipated that interest income will be kept to a bare minimum.

The Fund believes it will be sufficiently liquid to meet redemption request
even without depositing money in interest bearing accounts. A significant
portion of the Fund's portfolio will be in common stocks which are readily
tradeable on national securities exchanges and markets. However, unlike other
investment companies, the Fund cannot invest in debt securities for temporary
defensive purposes. This may adversely affect the Fund's performance in
difficult market situations.

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MANAGEMENT OF THE FUND

Overall responsibility for management and supervision of the Fund
rests with the Fund's Directors. There are 19 Directors, 17 of whom are not
"interested persons" of the Fund within the meaning of that term under the
Investment Company Act of 1940. The Board meets regularly four times each year,
and at other times as necessary.

By virtue of the functions performed by Hudson Advisors, Inc. as
Investment Manager and Hudson Investment Management, Inc., as Administrator, the
Fund requires no employees other than its executive officers, all of whom are
employed by the Manager or Administrator.

The Statement of Additional Information contains the names of and
general background information regarding each Director and Principal Officer of
the Fund.

INVESTMENT MANAGER AND THE ADMINISTRATOR

The Investment Advisor to the Fund is Hudson Advisors, Inc. (the
"Manager"), 1117 Route 46 East, Suite 101, Clifton, New Jersey 07013.

The Manager provides investment advisory services exclusively for the
Fund. Its principal executive officer is Javed Latef who owns 100% of the
Manager's issued and outstanding shares. Mr. Latef will act for the Manager on
a day to day basis. Mr. Latef is also President of Hudson Investors Group,
Inc., an entity which owns more than 10% of the shares of the Fund. Mr. Latef
is also a Director of the Fund. Mr. Akram Choudhry is also a Director of the
Fund and the Chairman of Hudson Investors Group, Inc. Mr. Choudhry owns more
than 10% of the Fund's shares individually.

The Manager is newly formed and has no operating history. However,
Messrs. Latef and Choudhry, in addition to the backgrounds set forth under
"Statement of Additional Information -Directors and Officers of the Fund", have
the experience of running a private pool of money invested in an ethical manner
as set forth under "Investment Objectives and Policies of the Fund - Particular
Considerations".

Subject to the supervision and direction of the Fund's Board of
Directors, the Manager manages the Fund's investment portfolio in accordance
with the Fund's stated investment objectives and policies, makes investment
decisions for the Fund and places orders to purchase and sell securities on
behalf of the Fund.

The Manager performs these services for an investment management fee
payable monthly at an annual rate of the Fund's average daily net asset value as
follows:

Up to $20 million 1%
$20-100 million 0.50%
Over $100 million 0.25%

It should be noted that the Management Fee is higher than that paid by
most investment companies. However, it should be noted that other larger
investment companies have the benefit of significant economies of scale not
available to Manager. Consequently, although they may charge a smaller
percentage, because they have a much larger pool of money they in reality have
higher gross

6
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dollar fees. In addition, the Board of Directors has determined that the
services provided by the Manager are greater than in the case of an investment
company that does not have the detailed ethical considerations inherent in the
Fund's operations. The Manager must do not only the tradition economic,
financial and business analysis of prospective investments and monitor existing
investments, but must also make a careful analysis and investigation of each
company's ethical considerations.

Hudson Investment Management, Inc. (the "Administrator"), 117 Route 46
East, Suite 101, Clifton, NJ 07013 performs certain administrative services to
the Fund, including assistance with certain federal and state compliance
matters. The Administrator will keep and update, administer the share requests
and; redemption requests compile and provide shareholders periodic information
and performance reports. The Administrator receives a fee payable monthly at
the annual rate of 0.25% of the Fund's average daily net asset value.

The Fund will use certain registered broker-dealers as required to
register the Fund's shares in order to comply with the various state securities
laws.

For a more complete description of the terms of the Investment
Advisory Agreement, as well as for the guidelines followed by the Manager in
seeking to obtain the best price and execution of the purchase and sale of
securities for the Fund, please refer to the Statement of Additional
Information.

The Administrator is an affiliate of the Manager, since they are under
common control.

Under the terms of Rule 12b-1 under the Investment Company Act of
1940, the Fund has adopted a Distribution Plan which permits the Fund to pay
certain expenses associated with the distribution of its shares. These expenses
consist of eligible marketing and distribution expenses, preparation of
advertising and sales literatures, printing and mailing of prospectuses to
prospective investors and general expenses of marketing the Fund's shares. The
Distribution Plan expenses may not annually exceed 1% of the Fund's average
daily net assets. Other expenses such as mailing of periodic reports to
existing shareholders will be borne by the Fund outside of the Distribution
Plan.

COMPUTATION OF NET ASSET VALUE

The net asset value per share of the Fund is determined once each
business day as of the close of regular trading hours (currently 4:00 p.m. New
York time) on the New York Stock Exchange. Such determination will be made by
dividing the value of all securities and other assets (including dividends
accrued but not collected) less any liabilities (including accrued expenses), by
the total number of shares outstanding.

Portfolio securities are valued as follows:

1. Securities listed or admitted to trading on any national securities
exchange are valued a their last sale price on the exchange where the
securities are principally traded or, if there has been no sale on
that date, at the mean between the last reported bid and asked prices.

2. Securities traded in the over-the-counter market are valued at the
last sale price, if carried in the National Market Issues section by
NASDAQ; other over-the-

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counter securities are valued at the mean between the closing bid and
asked prices obtained from a principal market maker.

3. All other securities and assets are valued at their fair value as
determined in good faith by the Board of Directors of the Fund, which
may include the amortized cost method of securities maturing in sixty
days or less and other cash equivalent investments.

Determination of the net asset value may be suspended when the right of
redemption is suspended as provided under "How to Redeem Fund Shares".

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HOW TO BUY FUND SHARES

Shares of the Fund are offered on a continuous basis at the net asset
value. The net asset value per share of the Fund, and hence the purchase price
of the shares, will vary with the value of securities held in the Fund's
portfolio. Purchasers of the Fund's shares pay no "sales load"; the full amount
of the purchaser price goes toward the purchase of shares of the Fund.
Purchases are made at the net asset value next determined following receipt of a
purchase order by the Fund's Manager, Hudson Advisors, Inc. at the address set
forth below, accompanied by payment for the purchase. The Fund may also from
time to time accept wire purchase orders from broker/dealers and institutions
who have been approved previously by the Fund.

Orders for shares of the Fund received prior to the close of regular
trading hours on the New York Stock Exchange (currently 4:00 p.m. New York time)
are confirmed as the net asset value determined at the close of regular trading
hours on the Exchange on that day.

Orders received at the address set forth below subsequent to the close
of regular trading hours on the New York Stock Exchange will be confirmed as the
net asset value determined at the close of regular trading hours on the next day
the New York Stock Exchange is open.

An account may be opened and shares of the Fund purchased by
completing the Investment Application enclosed within this Prospectus and
sending the Application, together with a check for the desired amount, payable
to "Hudson Investors Fund, Inc." c/o Hudson Advisors, Inc., 1117 Route 46 East,
Suite 101, Clifton, New Jersey, 07013. The minimum amount for the initial
purchase of shares of the Fund is $1,000.00. This minimum amount will remain in
effect until the Fund reaches 2,000 shareholders, after which time the minimum
amount for initial purchases will be $5,000.00. Subsequent purchases may be
made in amounts of $100 or more. (Note: There are no minimum investment
amounts applied to retirement plans.) After each purchase you will receive an
account statement for the shares purchased. Once a shareholder's account has
been established, additional purchases may be made by sending a check made
payable to "Hudson Investors Fund, Inc." to the Fund c/o Hudson Advisors, Inc.,
1117 Route 46 East, Suite 101, Clifton, New Jersey, 07013. Please enclose the
stub of your account statement and include your Fund account number on your
check (as well as the attributable year for retirement plan investments, if
applicable). PLEASE NOTE: A $30 FEE WILL BE CHARGED TO YOUR ACCOUNT FOR ANY
PAYMENT CHECK RETURNED TO THE CUSTODIAN DUE TO INSUFFICIENT FUNDS.

You may also pay for shares by instructing your bank to wire Federal
funds to the Fund. Federal funds are monies of member banks within the Federal
Reserve System. Your bank must include the full name(s) in which you account is
registered and your Fund account number, and should address its wire as follows:

United Jersey Bank Hackensack/Trust ABA #021202162
For
A/C
FBO "Hudson Investors Fund, Inc."
Account of
Shareholder Account #1409915006

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If you are opening a new account by wire transfer, you must first
telephone the Fund's Manager at (201) 458-8206 to request an account number and
furnish the Fund's Administrator with your social security or other tax
identification number. A completed application with signature(s) of
registrant(s) must be filed with the Fund immediately subsequent to the initial
wire. Federal funds wires must be in amounts of $1,000 or more. Your bank will
generally charge a fee for this wire. The Fund will not be responsible for the
consequences of delays, including delays in the banking or Federal Reserve wire
systems.

Shares of the Fund may be purchased or redeemed through certain
broker/dealers who may charge a transaction fee, which would not otherwise be
charged if the shares were purchased directly from the Fund.

The Fund reserves the right to reject purchases under circumstances or
in amounts considered disadvantageous to the Fund. CERTIFICATES WILL NOT BE
ISSUED UNLESS REQUESTED IN WRITING BY THE REGISTERED SHAREHOLDER(S).

The Fund is required by Federal tax law to withhold 31% of reportable
payments (which may include dividends, capital gains distributions, and
redemptions) paid to shareholders who have not complied with IRS regulations
regarding Tax ID Certification. In order to avoid this withholding requirement,
you must certify via signature on your Application, or on a separate W-9 Form
supplied by the Fund, that your Social Security or Taxpayer Identification
Number is correct (or you are waiting for a number to be issued to you), and
that you are currently not subject to backup withholding, or you are exempt from
backup withholding.

While the Fund provides most shareholder services, certain special
services, such as a request for a historical transcript of an account, may
involve an additional fee. To avoid having to pay such a fee for these special
services, it is important that you save your last Year-to-Date Confirmation
Statement received each year.

PLEASE REFER ALL QUESTIONS AND CORRESPONDENCE ON NEW AND EXISTING
ACCOUNTS (SUCH AS PURCHASES OR REDEMPTIONS, OR STATEMENTS NOT RECEIVED),
DIRECTLY TO THE FUND, BY WRITING TO HUDSON INVESTORS FUND, INC., 1117 ROUTE 46
EAST, SUITE 101, CLIFTON, NEW JERSEY 07013, OR BY CALLING THE FUND, CUSTOMER
SERVICE DEPARTMENT AT (201) 458-8206. PLEASE REFERENCE YOUR FUND ACCOUNT
NUMBER.

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HOW TO REDEEM FUND SHARES

BY WRITTEN REQUEST ONLY

Shareholders may redeem shares of the Fund by mail only, by writing
directly to the Fund, and requesting liquidation of all or any part of their
shares. The redemption request must be signed exactly as the shareholders' name
appears on the form of registration and must include the Fund account number.
If shares are owned by more than one person, the redemption request must be
signed by all owners exactly as their names appear in the registration.
Shareholders holding stock certificates must deliver them along with their
signed redemption requests. To protect your account, and the Fund from fraud,
signature guarantees are required for certain redemptions. SIGNATURE GUARANTEES
ARE REQUIRED FOR: (1) all redemptions of $5,000 or more; (2) any redemptions if
the proceeds are to be paid to someone other than the person(s) or organization
in whose name the account is registered; (3) any redemptions which request that
the proceeds be wired to a bank; and (4) requests to transfer the registration
of shares to another owner. The Fund requires that signatures be guaranteed by
an "eligible guarantor institution" as defined in rule 17Ad-15 under the
Securities Exchange Act of 1934. Eligible guarantor institutions include banks,
brokers, dealers, credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings associations. Broker-
dealers guaranteeing signatures must be a member of a clearing corporation or
maintain net capital of at least $100,000. Credit unions must be authorized to
issue signature guarantees. Signature guarantees will be accepted from any
eligible guarantor institution which participates in a signature guarantee
program. The Fund cannot accept guarantees from notaries public. In certain
instances, the Fund may require additional documents, such as certified death
certificates or proof of fiduciary or corporate authority. (NOTE: PLEASE CALL
HUDSON INVESTORS FUND, INC. TO VERIFY REQUIRED LANGUAGE FOR ALL RETIREMENT PLAN
REDEMPTION REQUESTS). No redemption shall be made unless a shareholder's
investment application is first on file. In addition, the Fund will not mail
redemption proceeds until checks (including certified checks or cashier's
checks) received for the shares purchased have cleared, which can be as long as
15 days.

Redemption requests mailed to the Fund's "Investment Manager" located
in Clifton, New Jersey must be forwarded to the Fund's Administrator and will
not be effected until they are received in good order by the Fund's
Administrator. The Fund's Administrator cannot accept redemption requests which
specify a particular forward date for redemption.

Due to the relatively high cost of maintaining smaller accounts, the
Fund reserves the right to involuntarily redeem shares in any account for its
then current net asset value (which will be promptly paid to the shareholder) if
at any time the total investment does not have a value of at least $1,000,
provided such value drops below the minimum due to shareholder redemptions and
not due solely to reduction in net asset value due to the Fund's performance.
The shareholder will be notified that the value of his or her account is less
than the required minimum and will be allowed at least 30 days to bring the
value of the account up to at least $1,000 before the redemption is processed.

The redemption price will be the net asset value of the shares to be
redeemed as determined at the first close of regular trading hours on the New
York Stock Exchange after receipt at the address set forth above to be redeemed.
No redemption charge will be made, except that if a redemption is made within 12
months of an investment, a redemption charge of 2% may be imposed. Payment for
shares redeemed is made within seven days after receipt of the certificates (or
of the

11
<PAGE>

redemption request where no certificates have been issued) by mailing a check to
the shareholder's address of record. Please note, a $20 fee will be charged to
your account at the time of redemption if instructions to wire proceeds are
given; there is no fee to mail proceeds.

The right of redemption may not be suspended or payment upon
redemption deferred for more than seven calendar days except: (1) when trading
on the New York Stock Exchange is restricted as determined by the Securities and
Exchange Commission or such Exchange is closed for other than weekends and
holidays; (2) when the Securities and Exchange Commission has by order permitted
such suspension; or (3) when an emergency, as defined by the Rules of the
Securities and Exchange Commission, exists, making disposal of portfolio
securities or valuation of net assets of the Fund not reasonably practicable.
In case of a suspension of the determination of the net asset value, the right
of redemption is also suspended and unless a shareholder withdraws his request
for redemption, he will receive payment at the net asset value next determined
after termination of the suspension.

As provided in the Fund's Articles of Incorporation, payment for
shares redeemed may be made either in cash or in kind, or partly in cash and
partly in kind. However, the Fund has elected, pursuant to Rule 18f-1 under the
Investment Company Act of 1940, to redeem its shares solely in cash up to the
lesser of $250,000 or one percent of the net asset value of the Fund, during any
90 day period for any one shareholder. Payments in excess of this limit will
also be made wholly in cash unless the Board of Directors believes that economic
conditions exist which would make such a practice detrimental to the best
interest of the Fund. Any portfolio securities paid or distributed in kind
would be valued as described under "Computation of Net Asset Value". Subsequent
sale of such securities would require payment of brokerage commissions by the
investor.

The value of a shareholder's shares on redemption may be more or less
than the cost of such shares to the shareholder, depending upon the net asset
value of the Fund's shares at the time of redemption.

12
<PAGE>

HOW TO REINVEST INCOME DIVIDENDS
AND CAPITAL GAINS DISTRIBUTIONS

Any shareholder may at any time request and receive automatic
reinvestment of any Fund income dividends and capital gains distributions, or
income dividends only, or capital gains distributions only, in additional shares
of the Fund unless the Fund's Board of Directors determines otherwise. Under
this arrangement, the Fund sells to the shareholder full and fractional shares
at the net asset value per share, adds these shares to the shareholder's
unissued certificate account, and send the shareholder an account statement
reflecting the reinvestment. The $100 minimum requirement for subsequent
investments does not apply to such reinvestment.

The election to reinvest may be made on the Investment Application
enclosed within this Prospectus or by writing to Hudson Investors Fund, Inc.,
c/o Hudson Investment Management, Inc. 1117 Route 46 East, Suite 101, Clifton,
New Jersey 07013. Any such election will automatically continue for subsequent
dividends or distributions until written revocation is received by the Fund.

INCOME DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS:
TAX TREATMENT

The Fund expects to distribute quarterly substantially all of its net
investment income, if any, and annually all of its net realized capital gains,
if any. Any distribution paid necessarily reduces the Fund's net asset value
per share by the amount of the distribution. Distributions may be reinvested in
additional shares of the Fund (see "How to Reinvest Income Dividends and Capital
Gains Distributions" above).

The Fund intends to meet the requirements for the special tax
treatment afforded certain investment companies and their shareholders under
Subchapter M of the Internal Revenue Code. Under such circumstances, the Fund
is not subject to Federal income tax on such part of its ordinary taxable income
or net realized long-term capital gains that it distributes to shareholders.
distributions paid by the Fund from net investment income and short-term capital
gains (but not distributions paid from long-term capital gains) will be taxable
as ordinary income to shareholders, whether received in cash or reinvested in
the Fund. Such ordinary income distributions will qualify for the dividends
received deduction for corporations to the extent of the total qualifying
dividends received by the Fund for the year. Shareholders who are citizens or
residents of the United States will be subject to Federal taxes with respect to
long-term realized capital gains which are distributed to them, whether or not
reinvested in the Fund and regardless of the period of time such shares have
been owned by the shareholders. These distributions do not qualify for the
dividends received deduction. Detailed Federal tax information will be
furnished to each shareholder after the end of each calendar year.

Dividends declared in October, November or December of any year
payable to shareholders of record on a specified date in such months, will be
deemed for Federal tax purposes to have bene received by the shareholders and
paid by the Fund on December 31 of such year in the event such dividends are
paid (as expected) during January of the following year.

13
<PAGE>

Prior to purchasing shares of the Fund, the impact of dividends or
capital gains distributions which are expected to be announced for have been
announced but not paid should be carefully considered. Any such dividends or
capital gains distributions paid shortly after a purchase of shares by an
investor prior to the record date will have the effect of reducing the per share
net asset value of his or her shares by the per share amount of the dividends or
distributions. All or a portion of such dividends or distributions, although in
effect a return of capital, is subject to taxes, which may be at ordinary income
tax rates.

A taxable gain or loss may be realized by an investor upon his
redemption, transfer or exchange of shares of the Fund, depending upon the cost
of such shares when purchased and their price at the time of redemption,
transfer or exchange.

The information above relates only to Federal taxes. Income and
capital gains distributions may also be subject to state and local taxes.

SYSTEMATIC CASH WITHDRAWAL PLAN

The Fund offers a Systematic Cash Withdrawal Plan as another option
which may be utilized by an investor who wishes to withdraw funds from his
account on a regular basis. To participate in this option an investor must
either own or purchase shares having a value of $10,000 or more. Automatic
payments by check will be mailed to the investor on either a monthly, quarterly,
semi-annual or annual basis in amounts of $500 or more. All withdrawals are
processed on the 25th of the month or, if such day is not a business day, on the
next business day and paid promptly thereafter. Please complete the appropriate
section on the Investment Application enclosed within this Prospectus,
indicating the amount of the distribution and the desired frequency.

An investor should realize that if withdrawals exceed income dividends
and capital gain distributions, the invested principal will be depleted. Thus,
depending on the size of the withdrawal payments and fluctuations in the value
of the shares, the original investment could be exhausted entirely. An investor
may change or stop the Plan at any time by written notice to the Fund.
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS MUST BE AUTOMATICALLY REINVESTED TO
PARTICIPATE IN THIS PLAN. Stock certificates cannot be issued under the
Systematic Cash Withdrawal program.

14
<PAGE>

PERFORMANCE CALCULATIONS

From time to time, performance information such as total return for
the Fund may be quoted in advertisements or in communications to shareholders.
The Fund's total return may be calculated on an average annual total return
basis, and may also be calculated on an aggregate total return basis, for
various periods. Average annual total return reflects the average annual
percentage change in value of an investment in the Fund over the measuring
period. Aggregate total return reflects the total percentage change in value
over the measuring period. Both methods of calculating total return assume that
dividends and capital gains distributions made by the fund during the period are
reinvested in Fund shares.

The total return of the Fund may be compared to that of other mutual
funds with similar investment objectives and other relevant indices or to
rankings prepared by independent services or other financial or industry
publications that monitor the performance of mutual funds. For example, the
total return of the Fund's shares may be compared to data prepared by Lipper
Analytical Services, Inc. and to indices prepared by Dow Jones & Co., Inc. and
Standard & Poor's Corporation.

Performance quotations of the Fund represent the Fund's past
performance, and should not be considered as representative of future results.
The investment return and principal value of an investment in the Fund will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost. Any fees charged by banks or other institutional
investors directly to their customer accounts in connection with investments in
shares of the Fund will not be included in the Fund's calculations of yield and
total return.

DESCRIPTION OF COMMON STOCK

The Fund is a Maryland corporation organized on March 12, 1993. The
Fund's authorized capital is 200 million shares of Common Stock, par value
$0.001 per share. Each share has equal voting, dividend and liquidation rights.
The outstanding shares are, and when issued for a consideration in excess of the
par value shares offered by this Prospectus will be fully-paid and non-
assessable. Shares have no preemptive or conversion rights and are freely
transferable.

Shares may be issued as full or fractional shares and each fractional
share has proportionately the same rights as provided for full shares.

The Fund's shares have noncumulative voting rights, which means that
the holders of more than 50% of the shares voting for the election of directors
can elect 100% of the directors if they choose to do so and, in such event, the
holders of the remaining shares voting for the election of directors will not be
able to elect any directors.

The Fund does not presently intend to hold annual meetings of
shareholders except as required by the Investment Company Act of 1940 or other
applicable law. However, it should be noted that only 10% of the shareholders
are necessary to call for a meeting of shareholders to consider the removal of
one or more directors. To the extent required by law, the Fund will assist in
shareholder communication in such matters.

15
<PAGE>

GENERAL INFORMATION

The Fund's complete address is:

Hudson Investors Fund, Inc.
1117 Route 46 East
Suite 101
Clifton, New Jersey 07013

Its telephone number is:
(201) 458-8206

As used in this Prospectus the term "majority" means the holders of
the lesser of: (1) 67% of the Fund's shares present at a meeting if the holders
of more than 50% of the outstanding shares are present in person or by proxy; or
(2) more than 50% of the Fund's outstanding shares.

CUSTODIAN AND TRANSFER AGENT

United Jersey Bank, Hackensack, New Jersey serves as Custodian of all
securities and cash owned by the Fund.

The Custodian performs no managerial or policy-making functions for
the Fund. Pursuant to an agreement between the Custodian and the Administrator,
the Administrator performs certain administrative and record keeping services
for the Custodian. The Custodian reallows a portion of its custody fee to the
Manager for providing those services delegated to it by the Fund.

Jersey Transfer and Trust Co., Verona, New Jersey serves as the Fund's
Transfer Agent.

16
<PAGE>

AUDITS AND REPORTS

Investors in the Fund will be kept informed of its progress through
quarterly reports showing diversification of portfolio, principal security
changes, statistical data and other significant data and annual reports
containing audited financial statements. The Fund's independent certified
public accountants are M.R. Reis & Company, 87 Mountain View Avenue, Nutley, New
Jersey 07110.

17
<PAGE>

HUDSON INVESTMENT FUND, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1995

M.R.Reis & Company (formerly Reis-Studer) C.P.A. Nutley, New Jersey 07110
(201) 661-0377

18
<PAGE>

HUDSON INVESTMENT FUND, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1995

CONTENTS
PAGE
----

Independent Auditors' Report 1

Statement of Assets and Liabilities
as of December 31, 1995 2

Investment in Securities as of
December 31, 1995 3

Statement of Operations for the Year
ended December 31, 1995 4

Statement of Cash Flows for the Year
ended December 31, 1995 5

Statements of Changes in Net Assets
for the Year ended December 31, 1995
and Inception August 9, 1994 6

Selected Per Share Data and Ratio's 7

Notes to Financial Statements as
of December 31, 1995 8, 9 & 10

M.R. Reis & Company (formerly Reis-Studer) C.P.A. Nutley, New Jersey 07110
(201) 661-0377

19
<PAGE>

M.R. REIS & COMPANY
(FORMERLY REIS-STUDER)
CERTIFIED PUBLIC ACCOUNTANT
87 MOUNTAIN VIEW AVENUE
NUTLEY, NEW JERSEY 07110
(201) 661-0377

INDEPENDENT AUDITORS' REPORT

The Board of Trustees and Shareholders
Hudson Investors Fund, Inc.
1117 Route 46 East
Clifton, New Jersey 07013

We conducted our audit 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 investments owned as of
December 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
Hudson Investors Fund, Inc. at December 31, 1995, the results of its operations
for the year then ended, the changes in its net assets for the period then
ended, and the selected financial highlights for the period then ended, in
conformity with generally accepted accounting principles.

Nutley, New Jersey /s/ M.R. REIS & COMPANY
January 23, 1996
PAGE 1

HUDSON INVESTORS FUND, INC.

M.R. Reis & Company (formerly Reis-Studer) C.P.A. Nutley, New Jersey 07110
(201) 661-0377

20
<PAGE>

HUDSON INVESTORS FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 1995

<TABLE>

<S> <C> <C>
Assets

Investments at value $ 101,938.65
(Cost $113,980.95)

Cash $ 16,657.19

Other Assets- Organization Expense $ 125,000.00
less: amortization $ (1,001.00) $ 123,999.00

Prepaid items $ 3,453.16

Recievable for:

Investments sold $ 8,992.50
--------------

Total Assets $ 255,040.50
--------------

Liabilities

Payable for:

Investments purchased $ 3,777.50

Custodian and Transfer agent fees and related expenses $ 235.00

Other $ -

Total liabilities $ 4,012.50
--------------

Net Assets $ 251,028.00
--------------

Analysis of Net Assets

Capital Stock, no par value:
1,000,000 shares authorized, and 29,418.1426
shares issued and oustanding. $ 263,183.95

Net unrealized appreciation of investments and assets $ (12,155.95)

Net assets applicable to shares outstanding $ 251,028.00
--------------

</TABLE>

Page 2

See accompanying Notes to Financial Statements.

M.R. Reis & Company (formerly Reis-Studer) C.P.A. Nutley, New Jersey 07110
(201) 661-0377

21
<PAGE>

HUDSON INVESTORS FUND, INC.
PORTFOLIO OF INVESTMENTS AT DECEMBER 31, 1995

MARKET NUMBER PERCENT
SEGMENT OF SHARE COMPANY VALUE OF PORTFOLIO
<S> <C> <C> <C> <C>

Aluminum 100 ALUMINUM CO AMERICA $ 5,401.15 5.30%

Beverage (soft drink) 100 PEPSICO INC. $ 5,587.50 5.48%

Computer & Peripherals 400 AMERICAN POWER CONVERSION CORP. $ 3,800.00 3.73%
400 EMC CORP. MASS $ 6,150.00 6.03%
100 IBM $ 9,137.50 8.96%

Copper 200 ASARCO $ 6,400.00 6.28%

Electronics 200 BELL IND. INC. $ 4,500.00 4.41%

Machine Tool 200 GLEASON CORP. $ 6,500.00 6.38%

Paper & Forest Products 200 BOWATER INC. $ 7,100.00 6.96%

Petroleum (Integrated) 400 GETTY PETE CORP. $ 5,360.00 5.25%

Railroad 100 BURLINGTON NORTHERN SANTA FE CORP. $ 7,800.00 7.65%

Semiconductor 500 CYPRESS SEMICONDUCTOR CORP. $ 6,312.50 8.19%
400 INTEGRATED DEVICE TECHNOLOGY, INC. $ 5,150.00 5.05%
100 INTEL CORP. $ 5,675.00 5.57%
100 MICRON TECHNOLOGY $ 3,962.50 3.89%

Telecom, Equipment 100 ANDREW CORP. $ 3,825.00 3.75%
100 DSC COMMUNICATIONS $ 3,687.50 3.62%
----------- ------
Telecom, Services 400 US LONG DISTANCE CORP. NEW $ 5,600.00 5.49%

$101,938.65 100.00%
----------- ------

</TABLE>

Page 3

See accompanying Notes to Financial Statements.

M.R. Reis & Company (formerly Reis-Studer) C.P.A. Nutley, New Jersey 07110
(201) 661-0377

22
<PAGE>

HUDSON INVESTORS FUND, INC.
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995

<TABLE>

<S> <C> <C>
Net Investment Income

Income:

Dividends $ 1,284.00
Interest $ 1,140.00 $ 2,242.00
----------- -------------
Expenses:

Office Expenses $ 407.56

Custodian and transfer agent fees and related expenses $ 4,047.13

Professional fees $ 2,200.00

Total expenses $ 6,654.69
------------

Net Investment Income $ (4,230.69)
------------

Net realized and unrealized gain (loss) on investments

Net realized loss on sales of investments $ (92,522.00)

Change in net unrealized appreciation (depreciation) on investments $ (12,155.95)

Net gains on investments $ 60,212.00
------------

Net Increase (decrease) in net assets resulting from operations $ (48,696.64)
------------
------------

</TABLE>

Page 4

See accompanying Notes to Financial Statements.

M.R. Reis & Company (formerly Reis-Studer) C.P.A. Nutley, New Jersey 07110
(201) 661-0377

23
<PAGE>

HUDSON INVESTORS FUND, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1995

<S> <C> <C>
Cash Flows From Operating Activites:

Net Income $ (48,696.64)

Adjustments to Reconcile Net Income
to Net Cash Flows From Operating
Activities:
Change in Unrealized Appreciation
on Investments in Securities $ 25,343.45
Change in Net Capital $ 79,717.19
Amortization of Organization Expense $ 809.00
Changes in Operating Assets and
Liabilities:

Other Assets $ (2,538.66)
Accounts Payable and
Accrued Expenses $ (21,511.31)

Net Cash Flows From
Operating Activities $ 33,123.03
-------------

Cash Flows From Investing Activities:

Capital Gains $ 60,212.00
Capital Losses $ (92,522.00)
$ 66,246.06

Net Cash Flows From
Financing Activities $ (32,310.00)
-------------

Net Increase (decrease) in Cash $ (813.03)
-------------

Cash- Beginning of Year $ 19,978.00

Cash- End of Year $ 19,164.97
-------------
-------------

Supplemental Disclosures of Cash
Flow Information:

Cash Paid During the Year for: Interest $0.00
Income Taxes $0.00
</TABLE>

See Notes to Financial Statements.

Page 5

M.R. Reis & Company (formerly Reis-Studer) C.P.A. Nutley, New Jersey 07110
(201) 661-0377

24
<PAGE>

HUDSON INVESTORS FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS

Year ended December 31,
1995 1994
<S> <C> <C>

Operations, dividends and capital share activity

Net investment income $ 2,424.00 $ 1,273.25

Net realized loss $(32,310.00) $ --

Changes in net unrealized depreciation $(12,155.95) $(13,187.50)

Net increase in net assets resulting from operations $(48,696.64) $133,085.75

Net increase (decrease) from capital share transactions $ 8,680.84 $211,914.25
----------- -----------

Total increase (decrease) in net assets $(82,057.75) $333,085.75
----------- -----------

Net assets Beginning of year $333,085.75 $ --

End of year (including undistributed net investment
income of $1,273.25 and $2,424.00 respectively) $251,028.00 $333,085.75
----------- -----------
----------- -----------

</TABLE>

Page 6

See accompanying Notes to Financial Statements.

M.R. Reis & Company (formerly Reis-Studer) C.P.A. Nutley, New Jersey 07110
(201) 661-0377

25
<PAGE>

HUDSON INVESTORS FUND, INC.
SELECTED PER SHARE DATA AND RATIO

For the year ended December 31, 1995

PER SHARE OPERATING PERFORMANCE:

NET ASSET VALUE, BEGINNING OF PERIOD $ 9.62
-----------
-----------

NET INVESTMENT INCOME (LOSS) AND DIVIDENDS DECLARED $ (1.10)
-----------
-----------

NET ASSET VALUE, END OF PERIOD $ 8.52
-----------
-----------

TOTAL RETURN (%) -6.965%
-----------
-----------

RATIOS TO AVERAGE NET ASSETS (%):
EXPENSES 1.449%
-----------
-----------

NET INVESTMENT INCOME (LOSS) $(32,310.00)
-----------
-----------

SUPPLEMENTAL DATA:
NET ASSETS AT END OF PERIOD $251,028.00
-----------
-----------

Page 7

See accompanying Notes to Financial Statements.

M.R. Reis & Company (formerly Reis-Studer) C.P.A. Nutley, New Jersey 07110
(201) 661-0377

26
<PAGE>

NOTES TO THE FINANCIAL STATEMENTS
AS AT DECEMBER 31, 1995

1 DESCRIPTION OF THE FUND

Hudson Investors Fund, Inc. (" the Company") is a registered investment
company following strict guidelines for investing ethically. The Company does
not invest in securities of companies in the tobacco, banking, gambling or
brewery industries or companies that pollute the environment or condone
apartheid, ethic cleansing or other inhuman behavior.

2 SIGNIFICANT ACCOUNTING POLICIES

Portfolio securities are valued as follows:

1. Securities listed or admitted to trading on any national securities
exchange are valued at their last sale price on the exchange where the
securities are principally traded or, if there has been no sale on that date, at
the mean between the last reported bid and asked prices.

2. Securities traded in the over-the - counter market are valued at the
last sale price, if carried in the National Market Issues section by NASDAQ;
other over-the - counter securities are valued at the mean between the closing
bid and asked prices obtained from a principal market maker.

3. All other securities and assets are valued at their fair value as
determined in good faith by the Board of Directors of the Fund, which may
include the amortized cost method of securities maturing in sixty days or less
and other cash equivalent investments.

3 INVESTMENT TRANSACTIONS AND INVESTMENT INCOME. Investment transactions
are accounted for on the trade date ( date the order to buy or sell is
executed). Dividend income is recorded on the ex-dividend date and interest
income is recorded on the accrual basis. Interest income includes premium and
discounts amortization on money market instrument; it also includes original
issue and market discount amortization on long-term fixed income securities, if
the Company had any. Realized gains and losses from investment transactions are
reported on an identified cost basis.

M.R. Reis & Company (formerly Reis-Studer) C.P.A. Nutley, New Jersey 07110
(201) 661-0377

27
<PAGE>

The fund may purchase securities with delivery or payments to occur at a
later date. At the time the Fund enters into a commitment to purchase a
security, the transaction is recorded and the value of the security is reflected
in the net asset value. The value of the security may vary with market
fluctuations. No interest accrues to the Fund until payment takes place. At
the time the Fund enters into this type of transaction it is required to
designate cash or other liquid assets equal to the value of the securities
purchased. At December 31, 1995 the Fund had no purchase commitments .

Federal income taxes and dividends to shareholders. The Fund has complied
with the special provisions of the Internal Revenue Code available to investment
companies for the year ended December 31, 1995. There in no accumulated net
realized loss on sales of investments for federal income tax purposes at
December 31, 1995.

Dividends are determined in accordance with income tax principles which may
treat certain transactions differently than generally accepted accounting
principles.

4 TRANSACTIONS WITH AFFILIATES

Management agreement. The Fund has a management advisory agreement
with Hudson Investment Management, Inc. and is contracted to exact the
following fees:
1.00% Management fee
1.00% 12b fee
.25% Administrative fee
1.70% Other
----- -----
3.95% Total
-----
-----

These fees have not been enforced to date.

Hudson Investors Group, Inc. has advanced moneys on behalf of the Fund for
legal and other organization fee. These loans have been converted to shares of
the Fund and the Benefit to the Fund is its organization costs of $125,000.00.
The amount will be amortized ratably based on the activities of the Fund.

M.R. Reis & Company (formerly Reis-Studer) C.P.A. Nutley, New Jersey 07110
(201) 661-0377

28
<PAGE>

5 MARGIN LOAN. The Fund has no margin or loan accounts.

6 CAPITAL SHARE TRANSACTIONS

Transactions in capital stock for the year ended December 31, 1995
were as follows:

SHARES AMOUNT
------ ------
Balance as of December 31, 1994 35,206.3073 $345,000.00

Shares sold 18,374.0096 174,700.00
Shares redeemed 24,162.1743 256,516.05
----------- -----------
Net Increases ( decreases) (5,788.1647) (81,816.05)

Balance as of December 31, 1995 29,418.1426 $263,183.95
----------- -----------
----------- -----------

7 Investment transactions

Purchases and sales of investment securities were $ 914,054.56
and $ 969,157.57 respectively , for the year ended December 31, 1995.

8 THE FUND HAS NO LEASE OR OTHER FINANCIAL COMMITMENTS.

9 CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Fund to a
concentration of credit risk consist principally of investments in securities.
At times, such investments may be concentrated in a particular industry, but it
is not the Fund's intention to concentrate its investments in any particular
industry on a permanent basis.

10 BUSINESS COMBINATION

In 1994, the Fund decided not to merge with Hudson Investors Group,
Inc. because at least half of Hudson Investors Group, Inc. holdings were in
unregistered securities. The combined Fund would have held more that 10% of
its assets in unregistered securities which is not allowed under current S.E.C.
regulations. This has not dampened the Funds motive to merge.

11. LARGE SHAREHOLDERS

The fund has two shareholders' with over a 10% interest in the fund.
They are Akram Choudhry and Hudson Investors Group, Inc.

M.R. Reis & Company (formerly Reis-Studer) C.P.A. Nutley, New Jersey 07110
(201) 661-0377

29
<PAGE>

PROSPECTUS
APRIL 2, 1996

INVESTMENT MANAGER

HUDSON ADVISORS, INC.
1117 Route 46 East
Suite 101
Clifton, New Jersey 07013
Telephone (201) 458-8206

ADMINISTRATOR

Hudson Investment Management, Inc.
1117 Route 46 East
Suite 101
Clifton, New Jersey 07013
Telephone (201) 458-8206

CUSTODIAN BANK INDEPENDENT ACCOUNTANTS

United Jersey Bank M.R. Reis & Company
Investment Management Division (Formerly Reis-Studer)
201 Main Street 87 Mountain View Avenue
Hackensack, NJ 07602 Nutley, New Jersey 07110

TRANSFER AGENT LEGAL COUNSEL

Jersey Transfer and Trust Co. Shustak Jalil Sanders and Heller
Verona, New Jersey 545 Madison Avenue
New York, NY 10022

30
<PAGE>

HUDSON INVESTORS FUND, INC.

STATEMENT OF ADDITIONAL INFORMATION

APRIL 2, 1996

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS BUT SHOULD BE READ
IN CONJUNCTION WITH THE CURRENT PROSPECTUS FOR HUDSON INVESTORS FUND, INC. (THE
"FUND"), DATED APRIL 2, 1996. A COPY OF THE PROSPECTUS FOR THE FUND MAY BE
OBTAINED BY CONTACTING HUDSON INVESTORS FUND, INC., 1117 ROUTE 46 EAST, SUITE
101, CLIFTON, NEW JERSEY 07013, OR BY TELEPHONING (201) 458-8206.

I-1

31
<PAGE>

TABLE OF CONTENTS

Page
Statement of Additional Information. . . . . . . . . . . . . . . I-3

Investment Restrictions. . . . . . . . . . . . . . . . . . . . . I-3

Directors and Officers of the Fund . . . . . . . . . . . . . . . I-4

The Investment Advisory Agreement. . . . . . . . . . . . . . . . I-6

Portfolio Transactions and Brokerage Commissions . . . . . . . . I-7

Additional Information Concerning Taxes. . . . . . . . . . . . . I-8

Additional Information on Performance Calculations . . . . . . . I-8

Financial Statements . . . . . . . . . . . . . . . . . . . . . . I-10

I-2

32
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information should be read in conjunction
with the Prospectus of the Fund having the same date as this Statement of
Additional Information. Much of the information contained in this Statement of
Additional Information expands upon subjects discussed in the Prospectus. No
investment in shares of the Fund should be made without first reading the
Prospectus of the Fund.

INVESTMENT RESTRICTIONS

A list of the Fund's Investment policies and restrictions, including
those policies and restrictions that can be changed by the Board of Directors
without shareholder approval, can be found on page 3 of the Fund's Prospectus
dated April 2, 1996.

The following investment restrictions are deemed fundamental policies
and may be changed only by the approval of the holders of a "majority" of the
Fund's shares (as defined under "General Information"):

THE FUND WILL NOT:

1. Borrow money or engage in collaterized or covered short sales.

2. Issue any senior securities (as defined in the Investment Company Act
of 1940).

3. Act as an underwriter of securities.

4. Purchase or sell real estate.

5. Invest less than 75% of the value of its total assets in securities
limited in respect to any one issuer to an amount not exceeding 5% of
the value of its total assets, Government securities (as defined in
the Investment Company Act of 1940), cash and cash items. (There is
no similar restriction as to the investment of the balance of the
Fund's total assets). It should be noted however that the Fund will
not invest in any interest bearing instruments. Consequently, there
may not be any Government Securities or cash items available to the
Fund.

6. Purchase or own 10% or more of the outstanding voting securities of
any electric or gas utility company (as defined in the Public Utility
Holding Company Act of 1935).

7. Purchase the securities of an issuer, if, to the Fund's knowledge, one
or more Officer or Directors of the Fund or of its Investment Advisor
or Manager individually own more than 0.5%, and those owning more than
0.5% together own beneficially more than 5%, of the outstanding
securities of such issuer.

8. Make loans to other persons or lend or deposit money for interest.

I-3

33
<PAGE>

9. Invest in options or commodities.

10. Invest more than 25% of the assets of the Fund in any one industry.

THE FOLLOWING INVESTMENT RESTRICTIONS MAY BE CHANGED BY THE BOARD OF
DIRECTORS OF THE FUND.

1. Invest for the purpose of exercising control or management.

The percentage limitations on investments are applied at the time an
investment is made. An actual percentage in excess of a stated percentage
limitation does not violate the limitation unless such excess exists immediately
after an investment is made and results from the investment. In other words,
appreciation or depreciation of the Fund's investments will not cause a
violation of the limitations. In addition, the limitations will not be violated
if the Fund receives securities by reason of a merger or other form of
reorganization.

DIRECTORS AND OFFICERS OF THE FUND

The following have consented to act as the directors and executive
officers of the Fund. Their position with the Fund, their addresses,
affiliations, if any, with the Investment Advisor or Manager, and principal
occupations during the past five years are set forth below. An asterisk (*)
after a name indicates an "interested person" as such term is defined in the
Investment Company Act of 1940.

OFFICERS AND DIRECTORS

Akram Choudhry*, age 46, is the Chairman and a Director of the Fund, has owned
several privately held import/export concerns for over ten years. He holds a
Bachelors of Accounting degree from Pace University, New York, New York, awarded
in 1976. Mr. Choudhry is also chairman of Hudson Investors Group, an entity
which owns more than 10% of the shares of the Fund. Mr. Choudhry owns more than
10% of the Fund's shares individually.

Javed Latef*, 52 years old, has been the President and a Director of the Fund
since inception. Prior to that time he was President of the Hudson Investors
Group, Inc., a private fund located in Ridgewood, New Jersey. Mr. Latef is a
Chartered Accountant in England and Wales, and, since 1990, has been a Certified
Financial Planner. Mr. Latef received his M.S., Business from the University of
Edinburgh, Scotland. Mr. Latef is a principal shareholder, officer and director
of the Manager and the Administrator. Mr. Latef is also President of Hudson
Investors Group, Inc., an entity which owns more than 10% of the shares of the
Fund.

DIRECTORS

Stephen M. Agins, age 57, is President of Agins Communications, a New York City
based marketing communications firm. Mr. Agins received his B.S. in Journalism
from Adelphi University, New York.

I-4

34
<PAGE>

Nasim A. Rahman, age 57, has been an investment manager with Dahlawi Holdings
Corp. for over the last five years. Mr. Rahman was educated as a Barrister at
Law in England.

Muhammad J. Riaz, age 50, is President of Millkcreek Sparkle Market Inc., as
a supermarket operator, since 1993. Mr. Riaz received his MBA from Murray
State University.

John C. Vitullu, III, age 42, received his Ph.D. in Biological Sciences from
Cleveland State University and has served as President of Tri-State
Laboratories, Inc., an environmental and forensic testing laboratory, since
1978.

E.J. Sobeck, age 45, is an Executive Vice-President, Sales and Trading with
CONAGRA, before which he was Vice-President Sales and Trading with HTC Commodity
Corp. Mr. Sobeck received his B.S. from Pennsylvania State University and his
MBA from the University of Scranton.

Charles Hallinan, age 54, was President of Envirofil Inc., a company operating
land fills, for the last 7 years. Mr. Hallinan received his B.S. degree from
New York University and his MBA from the University of Pennsylvania Wharton
School.

J. Michael King, age 56, is a private investor. He received his B.S. from the
Wharton School, University of Pennsylvania.

Nathan Blumburg, M.D., age 61, is a medical doctor in private practice. He
received his B.A. from New York University and his M.D. from St. Louis
University, School of Medicine.

Nasim Ashraf, M.D., age 45, is a practicing physician who earned his medical
degree from Khyber Medical College, University of Peshawar, Peshawar, Pakistan.
He is a member of the American Board of Internal Medicine and the American Board
of Nephrology.

Amer Choudhry*, age 23, is a student at Montclair State College, Montclair, New
Jersey. He is the son of Akram Choudhry, Chairman of the Board of Directors of
the Company.

A. Bari Lateef, age 56, has been the Chief Executive Officer and Vice-President
of Tri-State Laboratories for in excess of the last 5 years. He holds a Ph.D.
in Chemistry from the University of Newcastle, England.

Amin Q. Chaudhri, age 57, holds a B.A. in Communication Arts from New York
University and has run his own independent film and television company for over
the last 5 years.

Essam A. Shaikh, age 46, is Professor of Oceanography at King Abdul Aziz
University, Jeddah, Saudi Arabia. He holds a Ph.D. in Oceanography from Open
University, Milton-Keynes, England.

Peter J. de Jong, age 48, is President of Harrison C. Moore, Inc., a financial
services company. He is also an associate counsel with the law firm of Davis,
Polk & Wardwell, New York City. He holds a law degree from the University of
Toledo (Ohio).

I-5

35
<PAGE>

M. Salim Choudhrey, M.D., age 52, is a practicing Psychiatrist. He earned his
medical degree from King Edward Medical College, University of the Punjab,
Lahore, Pakistan.

Rashid J. Khan, M.D., age 47, is a surgeon who earned his medical degree from
King Edward Medical College, University of the Punjab, Lahore, Pakistan. He is
a Diplomat of the American Board of Surgery, Fellow of the American College of
Surgeons and Fellow of the International College of Surgeons.

Izhar U. Haque, M.D., age 53, is a surgeon who earned his medical degree from
Liquat Medical College, University of Sind, Hyderabad, Pakistan. He is a Fellow
of the Royal College of Surgeons, Edinburgh, Scotland.

The officers and directors of the Fund receive no direct compensation
from the Fund for services to it. There are no separate audit, compensation or
nominating committees of the Board of Directors.

It should be noted that Essem A. Shaikh is not a resident of the
United States and it may be difficult to obtain a judgment against him.

THE INVESTMENT ADVISORY AGREEMENT

The Investment Advisory Agreement (the "Agreement") requires the
Manager to furnish research, statistical and administrative services and advice,
reports and recommendations with respect to the Fund's portfolio, and to compute
the net asset value of the Fund's shares and maintain the books and records of
the Fund. The Agreement provides that the Manager is not required to give the
Fund preferential treatment as compared with the treatment given to any other
customer or investment company. In addition, the Manager furnishes to the Fund
office space and facilities necessary in connection with the operation of the
Fund. The Fund pays, or arranges for others to pay, all other expenses in
connection with its operations.

The investment advisory fee payable under the Agreement is payable
monthly, at an annual rate set forth in the Prospectus under "Investment Manager
and the Administrator."

Hudson Investment Management, Inc. (the "Administrator") provides
certain administrative services to the Fund, including assistance with all
federal and state compliance matters. The Administrator receives a fee payable
monthly at the annual rate set forth in the Prospectus under "Investment Manager
and the Administrator."

The Administrator also serves as the Fund's accounting services agent,
and responsibility for certain accounting services (e.g. computation of the net
asset value of the Fund's shares and maintenance of the Fund's books and
financial records).

I-6

36
<PAGE>

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS

The Fund seeks to obtain the best price and execution in all purchases
and sales of securities, except when the authorization to pay higher commissions
for research and services, as provide for in the Investment Advisory Agreement,
is exercised. Purchases and sales of over-the-counter securities are ordinarily
placed with the primary market makers acting as principals. Consistent with its
obligation to seek the best price and execution, the Fund may place some
purchases and sales of portfolio securities with dealers or brokers who provide
statistical and research information to the Advisor. Statistical and research
services furnished by brokers through whom the Fund effects securities
transactions in accordance with these procedures are ordinarily of general
application and may be used by the Manager in servicing other accounts as well
as that of the Fund. In additional, not all such services may be used in
connection with the Manager's activities on behalf of the Fund. Portfolio
transactions are assigned to brokers, and commission rates negotiated, based on
an assessment of the reliability and quality of a broker's services, which may
include research and statistical information such as reports on specific
companies or groups of companies, pricing information, or broad overviews of the
stock market and the economy.

Although investment decisions will be made independently from
investment decisions made with respect to other clients advised by the Manager,
simultaneous transactions may occur on occasion when the same security is
suitable for the investment objectives of more than one client. When two or
more such clients are simultaneously engaged in the purchase or sale of the same
security, to the extent possible the transactions will be averaged as to price
and allocated among the clients in accordance with an equitable formula. In
some cases this system could have a detrimental effect on the price or quantity
of a security available to the Fund. In other cases, however, the ability of
the Fund to participate with other clients of the Manager in volume transactions
may produce better executions for the Fund.

The Investment Advisory Agreement contains provisions which authorize
the Manager to recommend and cause the Fund to pay brokerage commissions in
excess of commissions which might be charged by other brokers, where a
determination is made that the amount of commission paid is reasonable in
relation to the brokerage and research services provided by the broker to the
Fund, viewed in terms of the particular transaction or the overall
responsibilities of the Manager with respect to the Fund. In addition, the
Investment Advisory Agreement recognizes that the Manager may, at its expense,
acquire statistical and factual information, advice about economic factors and
trends and other appropriate information from others in carrying out its
obligations.

I-7

37
<PAGE>

ADDITIONAL INFORMATION CONCERNING TAXES

The following summarizes certain additional tax considerations
generally affecting the Fund and its shareholders that are not described in the
Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Fund or its shareholders, and the discussion here and in the
Prospectus is not intended as a substitute for careful tax planning. Potential
investors should consult their tax advisors with specific reference to their own
tax situation.

As stated in the Prospectus, the Fund intends to qualify as a
regulated investment company under the Internal Revenue Code for each taxable
year. The Fund will not be treated as a regulated investment company for a
taxable year if the Fund derives 30% or more of its gross income from the sale
or other disposition of securities and certain other investments held for less
than three months.

Ordinary income of individuals is taxable at a maximum nominal rate of
31% although because of limitations on itemized deductions otherwise allowable
and the phase-out of personal exemptions, the maximum effective marginal rate of
tax for certain taxpayers may be more than 31% in certain circumstances. Net
long-term capital gains are taxed at rates not exceeding 28%. For corporations,
long-term capital gains and ordinary income are both taxable at a maximum
nominal rate of 34% (or at a maximum effective marginal rate of 30% in the case
of corporations having taxable income between $100,000 and $335,000).

A 4% nondeductible excise tax is imposed on regulated investment
companies that fail to currently distribute an amount equal specified
percentages of their ordinary taxable income and capital gain net income (excess
of capital gains over capital losses). The Fund intends to make sufficient
distributions or deemed distributions of its ordinary taxable income and any
capital gain net income prior to the end of each calendar year to avoid
liability for this excise tax.

If for any fiscal year the Fund does not qualify for the special tax
treatment afforded regulated investment companies, all of its taxable income
will be subject to Federal income tax at regular corporate rate (without any
deduction for distributions to its shareholders). In such event, dividend
distributions would be taxable as ordinary income to shareholders to the extent
of the Fund's current and accumulated earnings and profits, and would be
eligible for the dividends received deduction for corporations.

The foregoing discussion is based on Federal tax laws and regulations
which are in effect on the date of this Statement of Additional Information;
such laws and regulations may be changed by legislative or administrative
action.

ADDITIONAL INFORMATION ON PERFORMANCE CALCULATIONS

From time to time, the Fund's total return may be quoted in
advertisements, shareholders reports or other communications to shareholders.

I-8

38
<PAGE>

TOTAL RETURN CALCULATIONS

The Fund computes its aggregate total and average annual return by
determining the average annual compounded rate of return during specified
periods that equate the initial amount invested to the ending redeemable value
of such investment. This is done by dividing the ending redeemable value of the
hypothetical $1,000 initial investment by $1,000 and raising the quotient to a
power equal to one dividend by the number of years (or fractional portion
thereof) covered by the computation and subtracting one from the result.

This calculation can be expressed as follows:

P ( 1 + T ) TO THE POWER OF n = ERV

P = hypothetical initial investment of $1,000

Where: T = average annual total return

n = number of years

ERV = ending redeemable value of a hypothetical $1,000
investment made at the beginning of the period.

I-9

39
<PAGE>

Since performance will fluctuate, performance data for the Fund cannot
necessarily be used to compare an investment in the Fund's shares with bank
deposits, savings accounts and similar investment alternatives which often
provide an agreed or guaranteed fixed yield for a stated period of time.
Shareholders should remember that performance is generally a function of the
kind and quality of the instruments held in a portfolio, portfolio maturity,
operating expenses and market conditions. Additionally, shareholders should be
aware that while certain banks have FDIC insurance, instruments in the Fund are
NOT insured.

FINANCIAL STATEMENTS

The financial statements of the Fund which appear in this Statement of
Additional Information will be examined by M.R. Reis & Company, 87 Mountain View
Avenue, Nutley, New Jersey 07110, independent certified public accountants,
whose report hereon will appear elsewhere herein, and will be included herein
and in the Fund's Prospectus in reliance upon the report of said firm of
accountants given upon their authority as experts in accounting and auditing.

I-10

40
<PAGE>

INDEX TO FINANCIAL STATEMENT

PAGE
----

Independent Auditors' Report I-11A

Financial Statement:

Statement of Assets and Liabilities I-11B

Notes to Statement of Assets and Liabilities I-11C

All schedules are omitted because they are not applicable or the
required information is shown in the financial statement or notes
thereto.

I-11

41
<PAGE>

M.R. REIS & COMPANY
(FORMERLY REIS-STUDER)
CERTIFIED PUBLIC ACCOUNTANT
87 MOUNTAIN VIEW AVENUE
NUTLEY, NEW JERSEY 07110
(201) 661-0377

INDEPENDENT AUDITORS' REPORT

The Board of Trustees and Shareholders
Hudson Investors Fund, Inc.
1117 Route 46 East
Clifton, New Jersey 07013

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of Hudson Investors Fund, Inc. as of
December 31, 1995, and related statements of operations for the year then ended
and changes in net assets for the year ended, and the financial highlights of
the year. 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
audit.
We conducted our audit 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 investments owned as of
December 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
Hudson Investors Fund, Inc. at December 31, 1995, the results of its operations
for the year then ended, the changes in its net assets for the period then
ended, and the selected financial highlights for the period then ended, in
conformity with generally accepted accounting principles.

/s/ M.R. REIS & COMPANY

Nutley, New Jersey
January 23, 1996
PAGE 1

HUDSON INVESTORS FUND, INC.

I-11A

M.R. Reis & Company (formerly Reis-Studer) C.P.A. Nutley, New Jersey 07110
(201) 661-0377

42
<PAGE>

HUDSON INVESTORS FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 1995

<TABLE>

Assets

Investments, at value
(Cost $113,980.95) $101,938.65

Cash $ 16,657.19

Other Assets - Organization Expense $125,000.00
less: amortization $ (1,001.00) $123,999.00

Prepaid loans $ 3,453.16

Receivable for:
Investments sold $ 8,992.50
-----------

Total Assets $255,040.50
-----------

Liabilities

Payable for:

Investments purchased $ 3,777.50
Custodian and transfer agent fees and related expenses $ 235.00
Other $ --

Total liabilities $ 4,012.50
-----------

Net Assets $251,028.00
-----------

Capital Stock, no par value:
1,000,000 shares authorized, and 29,418.1426
shares issued and outstanding. $263,183.95

Net unrealized appreciation of investments and assets $(12,155.95)

Net assets applicable to shares outstanding $251,028.00
-----------

</TABLE>

Page 2

See accompanying Notes to Financial Statements.

I-11B

M.R. Reis & Company (formerly Reis-Studer) C.P.A. Nutley, New Jersey 07110
(201) 661-0377

43
<PAGE>

NOTES TO THE FINANCIAL STATEMENTS
AS AT DECEMBER 31, 1995

1 DESCRIPTION OF THE FUND

2 SIGNIFICANT ACCOUNTING POLICIES

Investment valuation. Investments are stated at value. Fixed income
securities are valued by using market quotations, or independent pricing
services that use prices provided by market makers or estimates of market values
obtained from yield data relating to instruments or securities with similar
characteristics. Portfolio securities that are traded on a domestic securities
exchange are valued at the last sale price (currently 4:00 p.m. New York time )
on the exchange where primarily traded or, if there is no recent sale, at the
last current bid quotation.
Portfolio securities are valued as follows:
1. Securities listed or admitted to trading on any national securities
exchange are valued at their last sale price on the exchange where the
securities are principally traded or, if there has been no sale on that date, at
the mean between the last reported bid and asked prices.
2. Securities traded in the over-the - counter market are valued at the
last sale price, if carried in the National Market Issues section by NASDAQ;
other over-the - counter securities are valued at the mean between the closing
bid and asked prices obtained from a principal market maker.
3. All other securities and assets are valued at their fair value as
determined in good faith by the Board of Directors of the Fund, which may
include the amortized cost method of securities maturing in sixty days or less
and other cash equivalent investments.

I-11C

M.R. Reis & Company (formerly Reis-Studer) C.P.A. Nutley, New Jersey 07110
(201) 661-0377

44
<PAGE>

Fund share valuation. Fund shares are sold and redeemed on a continuous
basis at net asset value ( plus an initial sales charge on sales which has not
been assessed since the funds inception). On each day the New York Stock
Exchange is open for trading, the net asset value per share is determined as of
the earlier of 4:00 p.m. New York time or the close of the Exchange. The net
asset value per share is determined separately for the one class of stock by
dividing the Fund's net assets attributable to the class by the number of shares
of the stock outstanding.
Federal income taxes and dividends to shareholders. The Fund has complied
with the special provisions of the Internal Revenue Code available to investment
companies for the year ended December 31, 1995. There in no accumulated net
realized loss on sales of investments for federal income tax purposes at
December 31, 1995.
Dividends are determined in accordance with income tax principles which may
treat certain transactions differently than generally accepted accounting
principles.

4 TRANSACTIONS WITH AFFILIATES

These fees have not been enforced to date.

M.R. Reis & Company (formerly Reis-Studer) C.P.A. Nutley, New Jersey 07110
(201) 661-0377

45
<PAGE>

5 MARGIN LOAN. The Fund has no margin or loan accounts.

6 CAPITAL SHARE TRANSACTIONS

Transactions in capital stock for the year ended December 31, 1995
were as follows:

SHARES AMOUNT
------ ------
Balance as of December 31, 1994 35,206.3073 $345,000.00

Shares sold 18,374.0096 174,700.00
Shares redeemed 24,162.1743 256,516.05
----------- -----------
Net Increases ( decreases) (5,788.1647) (81,816.05)

Balance as of December 31, 1995 29,418.1426 $263,183.95
----------- -----------

7 Investment transactions

Purchases and sales of investment securities were $914,054.56 and
$969,157.57 respectively, for the year ended December 31, 1995.

8 THE FUND HAS NO LEASE OR OTHER FINANCIAL COMMITMENTS.

9 CONCENTRATION OF CREDIT RISK

10 BUSINESS COMBINATION

11. LARGE SHAREHOLDERS

The fund has two shareholders' with over a 10% interest in the fund.
They are Akram Choudhry and Hudson Investors Group, Inc.

M.R. Reis & Company (formerly Reis-Studer) C.P.A. Nutley, New Jersey 07110
(201) 661-0377

46
<PAGE>

HUDSON INVESTORS FUND, INC.

_____________________

FORM N-1A
PART C

_____________________

47
<PAGE>

HUDSON INVESTORS FUND, INC.

FORM N-1A

PART C. OTHER INFORMATION.

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Proposed Financial Statement filed with Part B.

(b) Exhibits:
(1) Articles of Incorporation. *
(2) By-Laws.*
(3) Not Applicable.
(4) Provisions of Articles of Incorporations and By-Laws defining the
rights of holders of securities being registered.*
(5) Form of Investment Advisory Agreement.*
(6) Not Applicable.
(7) Not Applicable.
(8) Form of Custodian Agreement.*
(9) Management Agreement.*
(10) Opinion and Consent of Counsel.*
(11) Consent of Certified Public Accountants.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15) Not Applicable.
(16) Not Applicable.
(17) Not Applicable.
(27) Financial Data Schedule.

______________
* Previously filed.

II-1

48
<PAGE>

ITEM 25. PERSONS CONTROLLED BY OR
UNDER COMMON CONTROL WITH REGISTRANT.

None

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

Number of Record Holders
as of the date of this
Title of Class Registration Statement
-------------- ----------------------
Class A Common Stock,
par value $0.001 per share 0

ITEM 27. INDEMNIFICATION.
Section 2-418 of the Corporations and
Associations Article of the Annotated Code of Maryland gives Registrant the
power to indemnify its directors and officers under certain situations.
Article Seventh of Registrant's Articles of Incorporation, Exhibit (1), and
Article II of Registrant's By-laws, Exhibit (2), provide for the
indemnification of Registrant's directors and officers.

Notwithstanding the foregoing, Article Seventh of Registrant's Article of
the Annotated Code of Maryland gives Registrant the power (a) to purchase and
maintain insurance for its directors and officers against any liability asserted
against them and incurred by them in that capacity or arising out of their
status as such, whether or not Registrant would have the power to indemnify such
directors and officers under such statute, and (b) under certain circumstances
to pay the reasonable expenses incurred by a director or officer in defending an
action, suit or proceeding in advance of the final disposition of the action,
suit or proceeding.

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 person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered the Registrant, will, unless in the opinion o fits counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-2

49
<PAGE>

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF ADVISOR.

The Investment Manager is newly formed, and is wholly owned by the
following individual, who also serves as one of the Manager's directors,
officers and employees.

Javed Anver Latef, has spent the past two years as an independent, private
investment consultant specializing in ethical investments.

ITEM 29. PRINCIPAL UNDERWRITER.

NONE

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

All records described in Section 31(a) of the 1940 Act and the Rules 17 CFR
270.31a-1 to 31a-31 promulgated thereunder, are maintained by the Fund's
Manager, Hudson Investment Management, Inc., 1117 Route 46 East, Suite 101,
Clifton, New Jersey 07013, except for those maintained by the Fund's Custodian,
United Jersey Bank, 201 Main Street, Hackensack, New Jersey 07602.

ITEM 31. MANAGEMENT SERVICES.

NONE

ITEM 32. UNDERTAKINGS.

a. The Registrant undertakes to file an amendment to the Registration
Statement with certified Financial Statements showing the initial capital
received before accepting subscriptions from any persons in excess of 25
since Registrant is relying on Section 14(a)(3) of the Investment Company
Act of 1940.

b. The Registrant undertakes to file a post-effective amendment, using
Financial Statements which need not be certified, within four to six months
of the effective date of Registrant's Securities Act of 1933 Registration
Statement.

c. Not applicable.

d. The Registrant undertakes that the Bylaws of the Fund have been amended so
that a meeting of the shareholders can be called at the request of 10% of
the shareholders.

e. The Registrant undertakes that it shall make the Annual Report of the Fund
available to anyone without charge to the person requesting the Annual
Report.

II-3

50
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant has duly caused this
Amendment to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Clifton, the State of New
Jersey, on the 6 day of March, 1996.

HUDSON INVESTORS FUND, INC.

By: /s/ Javed Latef
------------------------
JAVED LATEF

As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ Akram Choudhry
- ------------------------ Chairman of the
Akram Choudhry Board and Director March 6, 1996

/s/ Javed Latef
- ------------------------ President and March 6, 1996
Javed Latef Director

/s/ Stephen M. Agins
- ------------------------
Stephen M. Agins Director March 6, 1996

/s/ Nasim A. Rahman
- ------------------------
Nasim A. Rahman Director March 6, 1996

/s/ Muhammad J. Riaz
- ------------------------
Muhammad J. Riaz Director March 6, 1996

/s/ John C. Vitullu, III
- ------------------------
John C. Vitullu, III Director March 6, 1996

/s/ E.J. Sobeck
- ------------------------
E.J. Sobeck Director March 3, 1996

/s/ Charles Hallinan
- ------------------------
Charles Hallinan Director March 6, 1996

/s/ J. Michael King
- ------------------------
J. Michael King Director March 6, 1996

/s/ Nathan Blumburg
- ------------------------
Nathan Blumburg Director March 6, 1996

II-4

51
<PAGE>

/s/ Nasim Ashraf
- ------------------------
Nasim Ashraf Director March 6, 1996

/s/ Amer Choudhry
- ------------------------
Amer Choudhry Director March 6, 1996

/s/ A. Bari Lateef
- ------------------------
A. Bari Lateef Director March 7, 1996

/s/ Amin Q. Chaudhri
- ------------------------
Amin Q. Chaudhri Director March 6, 1996

/s/ Essam A. Shaikh
- ------------------------
Essam A. Shaikh Director March 6, 1996

/s/ Peter J. de Jong
- ------------------------
Peter J. de Jong Director March 7, 1996

/s/ M. Salim Choudhrey
- ------------------------
M. Salim Choudhrey Director March 6, 1996

/s/ Rashid J. Khan
- ------------------------
Rashid J. Khan Director March 6, 1996

/s/ Izhar U. Haque
- ------------------------
Izhar U. Haque Director March 6, 1996

*By:
----------------------------
Attorney-in-fact

II-5

<PAGE>

EXHIBIT 11

CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS

We consent to the inclusion in this registration statement under the
Securities Act of 1933 (File No. 33-67174) and under the Investment Company
Act of 1940 (File No. 811-7956) for Hudson Investors Fund, Inc. of our report
dated January 23, 1996 on our audits of the financial statements of Hudson
Investors Fund, Inc. dated December 31, 1995.

/s/ M.R. REIS & COMPANY
------------------------
M.R. REIS & COMPANY

April 2, 1996
Nutley, New Jersey

<PAGE>
<ARTICLE> 6

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