BRIDGEWAY FUND INC
N-30D, 1997-03-03
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<PAGE>

January 27, 1997



Dear Fellow Ultra-Small Company Shareholder,

The Ultra-Small Company Portfolio gained 7.3% in the last quarter, significantly
beating both of our performance benchmarks.  I am very pleased with the quarter,
the calendar year,  and the life  to date returns.   We have  beaten our  market
benchmark in six of the last eight quarters.

The Ultra-Small Company  Portfolio rose  29.7% in the  calendar year  1996.   It
ranked in the 13th percentile, or 52nd  of 408 small company funds according  to
Morningstar.  Following  a very good  year in 1995,  our fund ranks  in the  7th
percentile of small company funds for the last two years.  Since we would expect
our fund to "shine"  more in years  where small companies  do better than  large
ones (which didn't happen in 1996; see below), I am particularly pleased.   Your
Portfolio outperformed the Russell 2000 Index by more than 10% in 1996.

We received  very  favorable comments  last  quarter on  our  new  "translation"
paragraph which precedes longer sections.   If you're a new shareholder,  you'll
get the idea.

Performance Summary
- -------------------

Translation:  We had a wonderful year, and beat both our performance  benchmarks
in each cumulative reported period.

The following  table presents  SEC standardized  performance for  the  September
quarter, one year, and life-to-date*:

<TABLE>
<CAPTION>
						   Sep. Qtr.      1 Year     Life-to-Date
						    9/30/96      12/31/95     8/5/94 to
						   to 12/31/96  to 12/31/96  12/31/96 **
		 <S>                                           <C>          <C>          <C>
	 Ultra-Small Company Portfolio                  7.3%        29.7%        26.6%
	 Russell 2000 (small growth stocks)*            5.2%        16.5%        19.7%
	 Lipper Small Co. Growth Funds*                 2.4%        19.5%        24.1%

</TABLE>


*The Russell 2000 and S&P 500 are  unmanaged indexes of large and small  stocks,
respectively, with dividends reinvested.  The Lipper Small Company Growth  Funds
reflect the aggregate record of smaller company domestic growth mutual funds  as
reported by  Lipper  Analytical  Services,  Inc.    Past  performance  does  not
guarantee future returns.
** Life-to-date returns are annualized; quarterly returns are not annualized.

Detailed Explanation of Performance--A Texas Oilman, or What?
- -------------------------------------------------------------

Translation:  We returned  to our market-beating ways  in the December  quarter.
Hooray!  Oil stocks helped the most.

Seven of our stocks went up by at least 50% during the quarter, with nary a one
declining by this amount.  That's a nice combination.  The +50% list looks
impressive:


<TABLE>
<CAPTION>
     Company                   Total Return     Industry
     -------                   ------------     --------
     <S>                               <C>      <C>
     UTI Energy                        125%     Oil & Gas
     Maynard Oil Company                95%     Oil & Gas
     Clayton Williams Energy            72%     Oil & Gas
     E R O, Inc.                        71%     Leisure-Amusement
     Wandel & Goltermann                56%     Electronics/Electric
     Fountain Powerboat                 55%     Leisure-Amusement
     American Woodmark Corporation      51%     Building
</TABLE>

As you can see from the  top three performing stocks,  the oil and gas  industry
gave a significant  boost to  our portfolio  in the  quarter, and  also for  the
calendar year as a  whole.  This warms  the heart of  almost anyone from  Texas.
However, if you're in Michigan sitting  in front of your furnace thinking  about
your next gas  or oil bill,  you may not  be so happy.   At least  you can  take
solace in  the  fact  that higher  energy  prices  boosted the  return  of  your
Portfolio.

Significantly higher energy  prices helped  all the stocks  in our  oil and  gas
group.  Well-timed acquisitions also helped  both UTI Energy and Maynard Oil  in
the list above.  These factors produced stronger company profits and cash  flow.
UTI provides  contract  drilling to  onshore  exploration and  producing  firms.
Maynard Oil and Clayton Williams Energy have both exploration and production  in
oil and  gas  primarily  in  Texas.    If  you're  wondering  whether  Bridgeway
specializes in the energy sector like some Texas investment advisory firms,  the
answer is "no."

My father was in the oil industry, but I  don't really know much more about  oil
than how to fill up my Honda.  I just follow  my stock picking models.  Also,  I
like the diversification  which these  stocks represent  in our  portfolio.   If
energy prices continue to rise, our  transportation companies won't do as  well,
but the oil companies will.  So I like to own some of the best of both.

Short-term Performance
- ----------------------

Translation:  Yes, we had a very good year, but  you really have to look at  the
long-term to get an idea of our performance.  In my opinion, three years is  the
minimum period of time to pass judgment on performance.  The Portfolio will be 3
next August.  (On  the other hand, I  understand some people  invest in a  small
company fund so they will have something to  brag about to their buddies in  the
locker room if the stock market goes up.   If this is your situation, just  tell
them a stock in  your fund was  up 125% last  quarter, and 13  of them at  least
doubled in the last (fiscal) year.  Of course,  this isn't a very full picture,
so you might just suggest they call for a prospectus and this letter.)

Last week  a  reporter  called  to  interview  me  concerning  excellent  recent
performance for  Bridgeway  Aggressive  Growth Portfolio.    According  to  this
reporter, the portfolio was the highest performing non-sector fund for the week!
That's right, a week.  Don't get me wrong, I'd rather be at the top of the  heap
at the end  of a week  than the bottom,  but so what?   I  believe the  smallest
significant period of  time to measure  investment performance  is three  years.
Our fund won't even be that old until August of this year.  If we're way up  the
charts at that  point, then  we'll really  have something  to celebrate.   If  I
didn't have a legal and operational  responsibility to review our holdings on  a
daily basis, I wouldn't  even look at whether  we were up or  down for the  day,
week, or month.  This  is a long-term investment,  right?  Nevertheless, as  you
know from my previous letters, the long-term is made up of smaller segments  and
I am committed to reporting on our performance quarterly.


Worst Mistake
- -------------

Our poorest performing stock this quarter was General Automation, which provides
complete computer hardware  and software "business  solutions."   After a  money
losing year  in  1995, due  to  declining  revenues and  problems  absorbing  an
acquisition, the company seemed  to have turned  the corner in  1996.  That  is,
until the September  quarter financials showed  a significant  slowing of  sales
growth and only a penny per share  of profit.  Shareholders who remembered  1995
were probably spooked by this, sending  the stock price down to  unrealistically
low levels, according to our model.  We're holding our position.  The timing  of
our purchase was  clearly a mistake,  however.  The  stock declined  40% in  the
quarter.

Stock Market Performance:  Continuing Recent Large Company Dominance
- --------------------------------------------------------------------

Translation:  Investors continue to flock to the "safety" of larger, well  known
stocks.  This puts your portfolio at a disadvantage, since many small stocks are
being  overlooked.    Our  models'  stock  picking  success  has  overcome  this
disadvantage so far, however.

As we highlighted in our last shareholder letter, large companies have dominated
smaller ones in the stock market for  the period since our inception in  August,
1994.  The figure below  shows that on a  cumulative basis, large companies  (as
represented by the S&P 500) have outperformed small ones (as represented by  the
Russell 2000) by almost 12% since inception.  This runs counter to the long-term
historical trend and puts our Portfolio  at a disadvantage, since it invests  in
some of the smallest publicly held companies.  Our models are currently  finding
more undervalued companies in the smaller  size range, and this could bode  well
for ultra-small company stocks in the future.  Of course, the "future" could  be
several years away, particularly if we have a major general market decline.

graphie

Largest Positions
- -----------------

<TABLE>
<CAPTION>
The following were our largest ten portfolio positions on December 31:

								     % Net
       Company                                 Industry              Assets
       -------                                 --------              ------                                  
       <S>                                     <C>                    <C>
       Clayton Williams Energy                 Oil & Gas               3.2%
       Continental Homes Holdings              Building                3.0%
       Engineered Support Systems              Electronics/Electric    2.6%
       Wandel & Goltermann Technology          Electronics/Electric    2.3%
       American Oilfied Divers                 Oil & Gas               2.3%
       McFarland Energy, Inc.                  Oil & Gas               2.2%
       Comstock Resources, Inc.                Oil & Gas               1.9%
       Nutrition For Life International, Inc.  Retail Stores           1.9%
       Winsloew Furniture                      Home Furnishings        1.9%
       American Eco Corporation                Pollution Control       1.9%
								      ----- 
       Total                                                          23.2%
</TABLE>

Due primarily to appreciation, four of our ten largest positions are in the  oil
and gas industry,  which in turn  makes up 14%  of the portfolio.   No  position
makes up more  than 3.2%  of portfolio net  assets, however.   The  oil and  gas
industry is now our  largest industry grouping, significantly  more than the  5%
represented in the  average small  company fund,  but still  quite a  reasonable
level of  concentration.    The  second  largest  industry  represented  in  the
portfolio is retail stores, with 8% of  portfolio net assets.  The Portfolio  is
well diversified  by  company, industry,  and  region of  the  country.   It  is
extremely concentrated as to company size--minuscule.

The People Side of This Business
- --------------------------------

Bridgeway is  not  just  an  address.   It's  not  even  just  money  and  stock
certificates in a bank.  Bridgeway is people.  First, it's you, our shareholder.
Obviously, without you, I'm out of  a job.  I pray that  I never, ever take  for
granted the trust that you have shown by investing in our young fund.  I want to
continue to work to earn that trust over the next few years and decades.

Other people  help make  up Bridgeway.    Karen Gerstner  and Miles  Harper  are
looking out specifically  for your interests  on our board  of directors.   They
consider seriously each of the decisions required by federal and state laws  and
hold me accountable to the highest standards of integrity.  Sherry Norman at our
custodian bank helps ensure your money is secure.  I can't just cash your  check
and leave town.  Patty Avila-Eady and Chris Komarek audit the Portfolio to  help
make sure that your purchase value and redemption value are accurate now and  in
the future.  Steve Barnhill helped conceive of the name "Bridgeway" and directed
the design process  that resulted  in our "logo"  and prospectus  layout.   John
Harris programmed our own  accounting system, set up  our computer network,  and
helped me  with research  on the  ultra-small company  asset class.   Jim  Ellis
helped structure the feasibility study for  the Fund.  With advanced degrees  in
both law and business and decades  of securities law experience, he also  serves
as the Fund's legal counsel.  My wife, mother, brother, sister, and other family
and friends have lent money, time, and  moral support.  (This space wouldn't  do
justice to the  support and sacrifice  they have shown.)   Almost  all of  these
people have given  more than  they have  taken.   It is  humbling to  be on  the
receiving end of such good will.

Finally, you should know  about the other people  I work with  here on a  daily
basis.    Joanna  Schima  currently  does   almost  anything  in  the  area   of
administration.  She  was manager of  communications at a  larger fund  complex,
then co-owner  of  a  small business  before  coming  to Bridgeway.    She  does
everything from payroll and benefits, to hiring and training, to  communications
hardware, to insurance,  to documenting  procedures, to  state registration  and
compliance.  Hers  is the friendly  southern female voice  you may  hear on  our
answering machine.   When she says,  "Reality check time,"  everyone stops  what
they're doing and listens.  We don't really have titles at Bridgeway, but if  we
did, she says hers would be "Queen of Quite a  Lot."  It's awesome what she  can
accomplish in a day.  It's just as awesome to watch the skill, spirit, and  love
she puts into being a parent.   Glen Feagins worked as  an auditor with a  large
accounting firm and later as the chief  financial officer of a medium size  fund
company  before  coming  to  Bridgeway.    He  supervises  all  our  "back  room
operations," which means pricing our portfolios and keeping official shareholder
records.   He is  our primary  contact with  our custodian,  bank, brokers,  and
auditors.  He is  also excellent with computers  and maintains our software  and
hardware--a very important task for a company that leans heavily on  technology.
Glen is  a bit  older and  wiser than  the rest  of us  (his hair  is turning  a
distinguished gray; mine is just falling out).  He is also quieter than the rest
of us, but has a warm personality and strong, but subtle sense of humor.   David
Arnold is one  of the  people we hired  on a  temporary basis  when we  received
10,000+ phone calls last  summer from our Mutual Funds Magazine  article.  He's
another one of these "can do" people who showed up the rest of us by getting the
highest Bridgeway grade on his securities  examinations.  He answers the  lions'
share of our phone  calls, sends out our  literature, assists shareholders  with
almost any Fund question under  the sun, and does  about whatever else needs  to
get done.   Lest  you think  we're spread  a bit  thin, we  are adding  one  new
employee this month.

I want you to picture for a minute working  for a very small organization.   You
hear you are getting some significant  publicity.  You estimate demand based  on
other organizations'  experience with  similar publicity,  but three  days  into
publication, you realize you  underestimated demand by  a factor of  5.  Uh  oh.
The number of your clients doubles in three months.  You promised your family  a
2 week vacation and your name  is mud if you cancel it.   You leave anyway,  but
work one day a  week by fax/laptop.   Three more months pass  and the number  of
clients doubles again.  This was my situation.  I can't tell you how proud I  am
of the  people I  work with  for  bringing Bridgeway  through this  period  with
remarkably few  glitches.    These  people  are  dynamite.    We're  a  stronger
organization now, better equipped to service our current shareholders and  ready
for the next time we get such positive publicity.

If there is one thing I am more proud of than our investment performance, it  is
the people who make up Bridgeway.

Portfolio Statistics
- --------------------

Translation:  Your portfolio invests in  very tiny companies that are growing  a
bit faster but are priced significantly  cheaper than the overall market.   This
strategy should give us a higher long-term return  (so far so good, but I  can't
promise about the  future), without all  the additional  expected downside  risk
(this part of the strategy didn't work so well last summer).

Bridgeway Ultra-Small Company Portfolio statistics are available in Value Line's
Mutual Fund Survey and Morningstar's electronic  database.  Since these are  not
readily available at  most libraries, however,  I thought I  would report a  few
common ones from Morningstar's electronic database.   The  first  time I  saw  
the  Portfolio listed  as  having  a  value orientation, rather than a growth 
orientation, I  was shocked.  I thought I  was
mostly investing in growth companies.  This is true, but my models are also  
pretty stingy in what  they will pay.   This is part of  our
strategy of strong growth while trying to dampen some of the inherent  "downside
risk."  The returns above indicate  we have been successful in obtaining  higher
returns so far.  However, our strategy  to dampen downside risk was only  mildly
effective last summer.  From the  peak on May 23 to the  bottom on July 24,  the
Portfolio declined 19.7%.   Details of  this decline were  presented in my  last
quarterly letter.   This was more  than the market  overall, but  less than  the
average of those aggressively managed funds which had risen as much as ours from
February through May.  Now for the numbers:

<TABLE>
<CAPTION>
Statistic                 Ultra-Small Co.    S&P 500 Index  Avg. Small Company Fund
- ------------------------  ---------------    -------------  -----------------------
<S>                       <C>                <C>                <C> 
Price to Earnings            17.2                 23.5              28.7
Price to Book                 2.8                  4.9               4.4
Price to Cash Flow           14.3                 13.6              18.1
5 Year Growth Rate           18.6%                17.8%             26.0%
Median Market Cap. ($Mi)       47               24,598               702
Turnover                      156%                   4%               87%
</TABLE>

Our portfolio has lower price to  earnings and price to book ratios,  indicating
this is a "value" investment style.   Our five year  growth rate is higher  than
the stock market  as measured  by the  S&P 500,  but lower  than the  aggressive
growth fund average, according to Morningstar.  Actually, this growth rate is  a
consensus of analysts,  and I  believe the  actual portfolio  number is  higher.
Some of the companies we own don't have  any analysts following them.  Also,  it
would make sense to me that my models are picking stocks for which analysts  are
underestimating the true  growth rate.   Our  portfolio turnover  last year  was
significantly higher than the peer group average.  The turnover of the last  six
months was 73%.  I would expect the future  turnover to be higher than the  last
six months,  but lower  than last  fiscal  year.   The  one statistic  which  is
dramatically different from  that of the  peer group  is market  capitalization.
The companies in your portfolio are about one fifteenth the size of the  average
in Morningstar's peer group.


How Small is Small Enough?
- --------------------------

Translation:  When it  comes to small cap  investing, an important question  is,
"How small is small enough?"   Many "small-cap" mutual funds invest in  mid-size
companies.  We invest in companies which are truly tiny - those the size of  the
smallest 10% of companies on the New York Stock Exchange.  The actual measure of
what constitutes an ultra-small  company tends to  grow significantly over  time
with inflation and  stock market  prices.   But we  are very  serious about  our
ultra-small charter.  We  believe we have  a workable plan  to stay invested  in
truly tiny companies.

A number of studies since 1981  have documented the fact that smaller  companies
have significantly outperformed larger companies  over longer time periods  (but
in only about 55% of all individual  years).  Recently, there have been  various
reports that in order to capture the "small firm effect" you must be invested in
companies below $100 million, $50 million,  or $25 million large as measured  by
market capitalization.  Market capitalization is simply a company's stock  price
multiplied by the
number of shares outstanding.  You may be wondering why the academics chose this
strange measure of size.  Basically, it was the "most statistically significant"
of the easily available measures.  We have  lots of stock market data on  prices
and number of  shares, but not  much historical information  on, say, number  of
employees.

A good question  to ask  is, "Which is  the proper  size hurdle  to capture  the
'small firm  effect'  and  where  does our  Portfolio  stand  relative  to  this
benchmark?"   This is  a very  important question,  but the  answer is  somewhat
tedious.  So if you really want to know the details and you're not deadly  bored
by this letter so far, hang on  .  .  .

"Most small-capitalization strategies  owe their superior  returns to  micro-cap
stocks with market  capitalizations below  $25 million.   These  stocks are  too
small for virtually any investor to buy."   This conclusion was proposed by  Jim
O'Shaughnessy in his recent book What Works on Wall Street.  This same research
has been reported by  various newspapers and  magazines, including a  September,
1996 article in Worth Magazine.  Jim didn't plug  our mutual fund in  his book,
but I will plug his book in our shareholder letter.  I think the overall quality
of his research  is good.   He  does some  interesting   and important  original
research and also  does a  particularly commendable  job of  making some  arcane
academic research understandable by  the average investor.   I like his book;  I
just happen to disagree with one of his conclusions.  Let's take a closer look.

First, the research starts by  dividing up the universe  of all stocks into  two
groups, those above and below $150  million. This figure is deflated to  account
for inflation.  The large stock group significantly outperforms small ones.   No
problem here.

The second step is where  I have a significant  problem.  Most previous  studies
have divided up the total stock  universe into size groupings and rebalanced  at
least each year.  This is the best way  to adjust for the effects of  inflation,
in my  opinion.   Jim's research,  however, freezes a  definition of  micro-cap
stocks at  $25 million  through history  since  1951.   His justification:    it
conforms to the practices of money managers  and investors.  Again, to the  best
of my knowledge this is true, with the exception of two funds:  Bridgeway Ultra-
Small Company Portfolio (we invest in companies the size of the smallest 10%  on
the New York Stock Exchange) and one other (which invests in companies the  size
of the smallest 20% of companies on the New York Stock Exchange).  I would  name
this other fund, but there are some legal problems with referring to other funds
in our own fund  literature.  So  Jim's methodology may  be appropriate for  the
vast majority of small-cap mutual funds; it just doesn't happen to apply to this
portfolio.  I  don't have access  to the Compustat  database of  7700 stocks  in
Jim's research,  but let  me indicate  why this  constraint would  be unfair  as
applied to our portfolio.  In 1951, more than half of the stocks on the New York
Stock Exchange were smaller than $25 million.   More than 70% were smaller  than
$50 million.   The  smallest 10%  of New  York Stock  Exchange Stocks  were  $25
million in 1971 and again in 1979.  So the early years of this analysis includes
the lions share of all stocks available.  It really only measures the effects of
smaller stocks in the later years.  The conclusion of this research may still be
valid as applied to most small  cap funds which start out  in the size we  would
consider mid-cap stocks and eventually grow to the size of  rather large mid-cap
stocks.  With  this critique  in mind, let's  review other  conclusions of  this
research:

1. Smaller companies outperform large ones.  Absolutely.

2. It's virtually impossible to buy the stocks that account for the performance
advantage of small  capitalization strategies.  I agree.   Well, it  depends on
what you mean by virtually.  You can't get it at most mutual fund complexes, but
try 1-800-661-3550.  Joanna thinks that filling out our application form is not
virtually impossible, and David is willing to help anyone who needs it.

3. On September 30,  1995, the median  market capitalization of  the 350 mutual
funds in  Morningstar's all-equity,  small-cap category  was $632  million!  We
agree, this is too large to capture  the exciting part of the performance  curve
for small stock investing.

4.  Only  eight   funds   (in  Morningstar's   database)   had  median   market
capitalizations below $100 million, and of these, only one managed more than $50
million.  True, there is  very little mutual fund  money invested in truly  tiny
companies.   But one  of these  eight was  Bridgeway, and  we have  a long  term
strategy to stay invested in companies the size  of the smallest 10% of the  New
York Stock Exchange.  We have a commitment to tiny companies.

The research we base our Portfolio on uses data  that goes back a full 71  years
now.  According to  the research, ultra-small companies  as an asset class  have
outperformed large companies by over six percent annually.  This doesn't  happen
every year.  In fact, the reverse can be true in any one year as we saw in  1995
and 1996.  Companies this size are riskier in the short-term, which accounts for
at least a portion of their historical higher returns.

So, how small is small enough?   I don't think you can  pick a number and  stick
with it forever.  An ultra-small company in 1926 had a market capitalization  of
only $2 million.  At the  end of 1995, the number was  $86 million.  The  market
capitalization of your portfolio will go up  in years the stock market goes  up.
But we will remain invested in ultra-small companies.

Special Meeting of Shareholders
- -------------------------------

Translation:   We reported  the results  of our  shareholder votes  in our  last
quarterly letter.   We have to  do it again  here in our  semi-annual report  to
fulfill legal requirements.   I  have always been  skeptical of  changes to  the
original prospectus, and you may be too.  If you have any questions or  concerns
about these, please  give us a  call at 800-661-3550,  and we will  be happy  to
review why we think each of these is in the shareholders' interests.

On October 15, 1996, shareholders of record on July 31 considered a proposal  to
adopt a 12b-1 Plan to become its own distributor at  no cost to the Fund.   This
reduces some expenses for the  Advisor and frees up  time better spent on  other
Fund affairs.   This  proposal passed  with 286,837  shares voting  for,  27,951
against, and  6,050  abstaining.    I  want  to  emphasize  that  there  are  NO
distribution costs  to be  borne by  the  Fund from  this  plan.   The  adviser,
Bridgeway Capital Management,  Inc., has  borne and  will continue  to bear  all
costs of distribution.  The Fund remains a fully no-load fund.

Shareholders also approved a proposal to close the Portfolio to new investors at
$27.5 million and increase  the management fee (only  for the period net  assets
are between $27.5 and $55  million) subject to a  maximum expense ratio of  2.0%
(the current  rate).   286,447 shares  were in  favor, 33,892  against, and  722
abstained.

The proposal to allow investors to purchase  an amount equal to their prior  net
contributions for  an extended  period through  at least  December, 1997  passed
223,976 in favor, 16,198 against, and 885 abstaining.


The proposal  permitting directors  and employees  of the  Fund and  Adviser  to
purchase unsubscribed or redeemed shares beyond the closing date passed  215,347
in favor, 22,159 against and 3,554 abstaining.


New Shareholder Account Numbers
- -------------------------------

Please notice a new account number on your enclosed year end statement.  Several
shareholders requested we  not use  the social  security number,  as this  could
compromise account security.  We agreed it was a good idea.

Short-term Performance--Again
- -----------------------------

Translation:  We had  a great year in  1996.  However, we  hope you invested  in
this Portfolio because you believe in Bridgeway and the ultra-small strategy  of
this Portfolio.  The  record on chasing  last year's "hot  funds," is mixed,  at
best.

Calendar year 1996 was a great year for  your Portfolio.  Our goal, however,  is
not necessarily to be the #1 fund in a given year, but to capture the  long-term
dominance demonstrated by very small  companies over longer historical  periods.
Also, a mutual fund  that can stay  in the top  fifth of funds  for a number  of
years running, will find itself in the top 5% long-term.  That's where I'd  like
to be.  Too many mutual funds have one dynamite year, only to fall to the bottom
of the pack the next.  Of the top ten performing domestic equity funds in  1995,
only one made it into the  top half in 1996.  Three  actually registered in the
bottom two percent.  These are  truly remarkable statistics which  indicate the
perils of chasing short-term performance.

Conclusion
- ----------

As always, I appreciate  your feedback and suggestions.   We are always  looking
for ways  to improve  our service.   While  I can't  make representations  about
future performance, I am working hard to  make ours a mutually  rewarding long-
term relationship.

Sincerely,

John Montgomery
<PAGE>


January 27, 1997


Dear Fellow Aggressive Growth Shareholder,

Performance for the quarter ending December 31, 1996 was positive,  up
2.1%, but lagging our  benchmark indicators.  This  broke a string  of
six quarters of  consecutive market beating  performance.  That's  the
bad news.  The good news is . . .

On the strength  of the first  three quarters of  calendar year  1996,
your fund was #1 out of 105 aggressive growth funds on a load-adjusted
basis, according to Morningstar.  For the calendar year, the Portfolio
was up 32.2%, handily beating all our performance benchmarks.

We  received  very  positive  comments  last  quarter  from  our   new
"translation" paragraph which precedes longer  sections.  If you're  a
newer shareholder, you'll get the idea.

Performance Summary
- -------------------

The following  table presents  SEC  standardized performance  for  the
December quarter, one year, and life-to-date*:

<TABLE>
<CAPTION>
						   Sep. Qtr.      1 Year     Life-to-Date
						    9/30/96      12/31/95     8/5/94 to
						   to 12/31/96  to 12/31/96  12/31/96 **
		 <S>                                           <C>          <C>          <C>
	 Aggressive Growth Portfolio                    2.1%        32.2%        28.5%
	 S&P 500 Index (large stocks)*                  8.3%        26.0%        25.3%     
	 Russell 2000 (small growth stocks)*            5.2%        16.5%        19.7%
	 Lipper Capital Appreciation Funds*             2.4%        16.4%        20.5%

</TABLE>

*The Russell 2000 and S&P 500 are unmanaged indexes of large and small
stocks, respectively, with dividends  reinvested.  The Lipper  Capital
Appreciation Funds  reflect the  aggregate record  of more  aggressive
domestic  growth  mutual  funds  as  reported  by  Lipper   Analytical
Services, Inc.  Past performance does not guarantee future returns.
** Life-to-date  returns are  annualized;  quarterly returns  are  not
annualized.

Short-term Performance
- ----------------------

Translation:  Yes, we  had a very  good year, but  you really have  to
look at the long-term to  get an idea of  our performance.  I  believe
the shortest period  of time  to pass judgment  is three  years.   The
Portfolio will be 3  next August.  (One  the other hand, I  understand
some people invest  in an  aggressive growth  fund so  they will  have
something to brag about with their  buddies in the locker room if  the
stock market goes up.  If this  is your situation; just tell them  you
invested in the #1 aggressive growth  fund last year and forget  about
the long term.)

Last week a reporter called to interview me concerning our Portfolio's
excellent recent performance.   According to this reporter,  Bridgeway
Aggressive Growth Portfolio was the highest performing non-sector fund
for the week!  That's right, a week.  Don't  get me wrong, I'd rather
be at the top of the heap at the end of a week than the bottom, but so
what?  I believe  the smallest significant period  of time to  measure
investment performance is three  years.  Our fund  won't even be  that
old until August of  this year.  If  we're way up  the charts at  that
point, then we'll  really have something  to celebrate.   If I  didn't
have a legal and operational responsibility to review our holdings  on
a daily basis, I wouldn't even look at whether we were up or down in a
day,  week,  or  month.    This  is  a  long-term  investment,  right?
Nevertheless, as you know from my  previous letters, the long-term  is
made up of  smaller segments and  I am committed  to reporting on  our
performance quarterly.

Detailed Explanation of Performance
- -----------------------------------


Translation:  Two of our stocks did poorly (a computer maker and a
computer retailer), but others did very well.  There were no other new
trends during the quarter.  Oil stocks continued to do very well.


One of our core  holdings, CompUSA, appears to  be the bellwether  for
the overall portfolio.  Since  we added it as  a core position in  the
fall of 1995, CompUSA  rose 196% through the  end of September.   This
hasn't been  without some  significant  "corrections" along  the  way,
however.  The December quarter  was one of these.   The stock of  this
computer retailer declined 23.5% in  the quarter, subtracting about  1
1/2% from the overall quarterly performance.  What is most amazing  is
the reason behind this significant drop: sales were flat to  declining
for a few weeks  in December.  How  can the total  worth of a  company
vary so much  with just a few  weeks of sales?   Our  models say  the
company is severely undervalued.

One of our  other core holdings  that added so  much to the  portfolio
last year  also had  a bad  quarter.   Sun  Microsystems, a  maker  of
computer workstations  and  Internet  software, declined  17%  in  the
quarter.  No changes in fundamentals, just stock price.

Two other  major holdings  helped make  up the  difference during  the
quarter, however.  TJX Companies rose  32% and Helmerich & Payne  rose
19%.  Oh, the blessings of diversification. . .

The Oil and Gas  Industry now makes up  12.9% of the total  portfolio,
our second  largest  industry concentration.    This sector  has  been
performing particularly well in the quarter and the year.  In addition
to Helmerich  & Payne,  Comstock Resources  was up  17% and  McFarland
Energy was up 22%.

Worst Mistake
- -------------

Translation:   I  can't think  of  one this  quarter.   See  the  last
shareholder letter for one that's too fresh to forget, however.

Even though we didn't outperform the market, I can't point to any  bad
mistakes in the quarter.   While CompUSA and  Sun Microsystems were  a
significant drag on performance, I like them even more now than at the
beginning  of  the  quarter.    This  is  when  I  usually  buy  more.
Unfortunately, my models won't let me add more now.  Rats!   Sometimes
discipline is hard, but I stick by  the models.  The worst mistake  of
the whole year was buying One  Price Clothing, highlighted in my  last
report.  Oops!  I almost forgot.  Read my March quarter letter if  you
want an example of what can really go wrong.


Stock Market Performance:  Continuing Recent Large Company Dominance
- --------------------------------------------------------------------

As we highlighted in our last shareholder letter, large companies have
dominated smaller ones in  the stock market for  the period since  our
inception in  August,  1994.    The  figure  below  shows  that  on  a
cumulative basis,  large companies  have  outperformed small  ones  by
almost  12%  since  inception.     This  puts   our  Portfolio  at   a
disadvantage, since it invests in all  size companies, both large  and
small.  Our models are currently finding more undervalued companies in
the mid and small company range.  Of course, small here is a  relative
term.  All of the companies on the top holdings list above are  larger
than those I pick  for Bridgeway's Ultra-Small  Company Portfolio.   I
look forward to the next period  when the prevailing historical  trend
of small company outperformance returns.

Largest Positions
- -----------------

Translation:  Your  portfolio manager invests  more money  in a  fewer
number of  companies than  some other  mutual  funds (this  is  called
"concentration"), but works very hard on overall diversification, that
is, not loading up on any one industry  or region of the country.   We
try hard not to put all our eggs in one basket.

<TABLE>
<CAPTION>
The following were our largest ten portfolio positions on December 31:

								       % Net
       Company                            Industry                    Assets
       -------                            --------                    ------                                  
       <S>                                <C>                         <C>

       Helmerich Payne                    Oil & Gas                     8.0%
       TJX Companies, Inc.                Retail Stores                 7.9%
       Sun Microsystems, Inc.             Data Processing Hardware      5.2% 
       Coachman Industries                Automobiles, Motor Homes      5.1% 
       CompUSA,  Inc.                     Retail Stores                 5.0%
       Oregon Metallurgical Corporation   Metal / Other fabricating     4.2%
       Schult Homes Corp.                 Building                      3.1%
       Comstock Resources, Inc.           Oil & Gas                     2.8%
       Mail Well, Inc.                    Office Equipment              2.7%
       Curative Health                    Health Care Facilities        2.4%
								       -----
       Total                                                           46.4%

</TABLE>

While we have a  few concentrated positions,  this list indicates  the
breadth of our diversification.  The attached schedule of  investments
gives a full listing for December  31.  Retail stores are our  largest
industry holding, 17.3%  of the  Portfolio.  Oil  and gas  is next  at
12.9%, then data processing hardware at 10.5%.  You will notice a cash
holding of  6.9%.   This cash  is not  awaiting investment  or due  to
recent cash inflows.  Rather, it offsets the leverage associated  with
options (which represent 1.3% of the net assets) and high beta  stocks
(those which tend to rise and fall  more than the market as a  whole).
One  Portfolio   investment   objective   is   to   match   the   risk
characteristics of the  stock market (as  represented by  the S&P  500
Index) over longer time periods (at  least three years).  We make  use
of cash and  leverage (borrowing and  options) to  control this  stock
market risk.

Portfolio Statistics
- --------------------

Translation:  Your portfolio invests in  very tiny companies that  are
growing a bit  faster but are  priced significantly  cheaper than  the
overall market.  Hopefully, this strategy will give us a higher return
(so far so good), without the additional expected downside risk  (this
part of the strategy didn't work so well last summer).

Since Bridgeway Aggressive Growth Portfolio statistics are not readily
available at your library, I thought I would report a few common  ones
from Morningstar's  electronic database.   The  first time  I saw  the

Portfolio listed as having a value, rather than a growth  orientation,
I was shocked.  I thought I was mostly investing in growth  companies.
This is true, but my models are  also pretty stingy in what they  will
pay.  This is part  of our strategy of  strong growth while trying  to
dampen some  of  the inherent  "downside  risk."   The  returns  above
indicate we have been successful in  obtaining higher returns so  far.
However,  our  strategy  to  dampen  downside  risk  was  only  mildly
effective last summer.  From the peak on May 23 to the bottom on  July
24, the  Portfolio declined  19.7%.   This was  more than  the  market
overall, but less than the average of those aggressively managed funds
which had risen as much  as ours from February  through May.  Now  for
the numbers:

<TABLE>
<CAPTION>
Statistic                 Aggressive   S&P 500 Index    Avg. Aggr.
			    Growth                     Growth Fund  
- ------------------------  ----------   -------------   -----------
<S>                       <C>            <C>             <C> 

Price to Earnings            19.0            23.5           28.7
Price to Book                 3.7             4.9            4.4
Price to Cash Flow           10.0            13.6           18.1
5 Year Growth Rate           18.5%           17.8%          26.2%
Median Market Cap. ($Mi)      519          24,598            700
Turnover                      168%              4%            87%

</TABLE>

Our portfolio has lower  price to earnings and  price to book  ratios,
indicating this is a "value" investment  style.  Our five year  growth
rate is higher than the stock market  as measured by the S&P 500,  but
lower  than  the   aggressive  growth  fund   average,  according   to
Morningstar.  Actually, this growth rate  is a consensus of  analysts,
and I believe the  actual portfolio number is  higher.  It would  make
sense to me that my models  are picking stocks for which analysts  are
underestimating the true  growth rate.   Our  portfolio turnover  last
year was about twice the peer group average.  The turnover of the last
six months was 81%, but the  higher number may be more  representative
of the long term outlook.

The People Side of This Business
- --------------------------------

Bridgeway is not just an address.  It's not even just money and  stock
certificates in a  bank.  Bridgeway  is people.   First, its you,  our
shareholder.  Obviously, without you, I'm out of a job.  I pray that I
never, ever  take  for  granted  the trust  that  you  have  shown  by
investing in our young fund.  I want to continue to work to earn  that
trust over the next few years and decades.

Other people help make up Bridgeway.  Karen Gerstner and Miles  Harper
are looking  out  specifically for  your  interests on  our  board  of
directors.  They consider seriously each of the decisions required  by
federal and  state  laws  and  hold  me  accountable  to  the  highest
standards of integrity.   Sherry Norman  at our  custodian bank  helps
ensure your money is secure.  I  can't just cash your check and  leave
town.  Patty Avila-Eady and Chris Komarek audit the Portfolio to  help
make sure that your purchase value  and redemption value are  accurate
now and in  the future.   Steve Barnhill helped  conceive of the  name
Bridgeway and directed the design process that resulted in our  "logo"
and prospectus  layout.   John Harris  programmed our  own  accounting
system, set up our  computer network, and helped  me with research  on
the ultra-small company asset class.   Jim Ellis helped structure  the
feasibility study for the Fund.  With advanced degrees in both law and
business and decades of securities law  experience, he also serves  as
the Fund's legal counsel.  My wife, mother, brother, sister, and other
family and friends have  lent money, time, and  moral support.   (This
space wouldn't  do justice  to the  support  and sacrifice  they  have
shown.)  Almost  all of these  people have given  more than they  have
taken.  It is humbling to be on the receiving end of such good will.

Finally, you should know about the other people I work with here on  a
daily basis.  Joanna Schima currently does almost anything in the area
of administration.  She was manager of communications at a larger fund
complex, then co-owner of a small business before coming to Bridgeway.
She does everything from payroll and benefits, to hiring and training,
to communications hardware, to  insurance, to documenting  procedures,
to state registration and compliance.   Hers is the friendly  southern
female voice you may  hear on our answering  machine.  When she  says,
"Reality check time," everyone stops  what they're doing and  listens.
We don't really have titles at Bridgeway, but if we did, she says hers
would be "Queen of Quite a Lot."  It's awesome what she can accomplish
in a day.  It's just as awesome  to watch the skill, spirit, and  love
she puts into being a parent.  Glen Feagins worked as an auditor  with
a large accounting firm and later as the chief financial officer of  a
medium size fund company  before coming to  Bridgeway.  He  supervises
all our "back room operations," which means pricing our portfolios and
keeping official shareholder records.  He is our primary contact  with
our custodian, bank, brokers, and auditors.  He is also excellent with
computers and maintains  our software and  hardware--a very  important
task for a company that  leans heavily on technology.   Glen is a  bit
older  and  wiser  than  the  rest  of  us  (his  hair  is  turning  a
distinguished gray; mine  is just falling  out).  He  is also  quieter
than the rest of us, but has a warm personality and strong, but subtle
sense of humor.   David  Arnold is one  of the  people we  hired on  a
temporary basis when we received 10,000+ phone calls last summer  from
our  Mutual  Funds  Magazine  article  on  the   Ultra-Small  Company
Portfolio.  He's another  one of these "can  do" people who showed  up
the rest  of  us  by  getting  the  highest  Bridgeway  grade  on  his
securities examinations.   He answers the  lions' share  of our  phone
calls, sends out our literature, assists shareholders with almost  any
Fund question under the sun, and does about whatever else needs to get
done.  Lest you think we're spread a  bit thin, we are adding one  new
employee this month.

I want  you  to  picture  for  a  minute  working  for  a  very  small
organization.  You  hear you are  getting some significant  publicity.
You estimate  demand based  on  other organizations'  experience  with
similar publicity, but  three days into  publication, you realize  you
underestimated demand by a factor of 5.   Uh, oh.  The number of  your
clients doubles in three  months.  You promised  your family a 2  week
vacation and your name is mud if you cancel it.  You leave anyway, but
work one day a  week by fax/laptop.   Three more  months pass and  the
number of clients doubles again.  This was my situation.  I can't tell
you how proud I am  of the people I  work with for bringing  Bridgeway
through this period with  remarkably few glitches.   These people  are
dynamite.   We're  a stronger  organization  now, better  equipped  to
service our current shareholders  and ready for the  next time we  get
such positive publicity.

If there  is  one  thing  I  am more  proud  of  than  our  investment
performance, it is the people who make up Bridgeway.

Special Meeting of Shareholders
- -------------------------------

Translation:    Shareholders  voted  to   make  the  Fund  the   legal
distributor (the organization that  mails out fund literature)  rather
than the advisory  firm (Bridgeway Capital  Management, Inc.).   Since
this was done at NO cost to the Fund, this was probably a  "non-event"
for shareholders.   This  reduces some  expenses for  the Advisor  and
frees up time better spent on  other Fund affairs.  Shareholders  also
voted to  reduce some  of the  paperwork associated  with  calculating
performance fees.


On October 15, 1996,  shareholders of record on  July 31 considered  a
proposal to approve  calculating the performance  adjustment fee  rate
quarterly instead of  monthly and to  correct the ending  date of  the
first five year period to September  30, 1999.  This proposal  passed,
with 87,861.488 shares voting in  favor, 306.975 against, and  407.717
abstaining.  This simplifies the calculation of fees.  A proposal  was
also considered whereby the  Fund would adopt a  12b-1 Plan to  become
its own distributor at no cost to the Fund.  This proposal also passed
with 286,837.008 shares voting for, 27,950.707 against, and  6,049.901
abstaining.  I want to emphasize that there are NO distribution  costs
to be  borne by  the Fund  from  this plan.   The  adviser,  Bridgeway
Capital Management,  Inc., has  borne and  will continue  to bear  all
costs of distribution.  The Fund remains a fully no-load fund.

New Shareholder Account Numbers
- -------------------------------

Please  notice  a  new  account  number  on  your  enclosed  year  end
statement.   Several  shareholders requested  we  not use  the  social
security number, as this could compromise  your account security.   We
agreed it was a good idea.

Short-term Performance--Again
- -----------------------------

Translation:  We  had a  great year  in 1996.   However,  we hope  you
invested in this Portfolio  because you believe  in Bridgeway and  the
strategy of this Portfolio.   The record on  chasing last year's  "hot
funds," is mixed, at best.

Calendar year 1996  was a great  year for your  Portfolio.  Our  goal,
however, is not to hit home runs, but "doubles" on a rather consistent
basis.  A mutual fund that  can stay in the top  fifth of funds for  a
number of years  running, will find  itself in the  top 5%  long-term.
That's where I'd like to be.  Too many mutual funds have one  dynamite
year, only to fall to the bottom of the pack the next.  Of the top ten
performing domestic equity funds  in 1995, only one made it into  the
top half in  1996.   Three  actually  registered  in the   bottom two
percent.  These  are truly  remarkable statistics  which indicate  the
perils of chasing short-term performance.

Conclusion
- ----------

As always, I appreciate your feedback and suggestions.  We are  always
looking for  ways  to  improve  our  service.    While  I  can't  make
representations about future  performance, I am working hard  to make
ours a mutually rewarding long-term relationship.

Sincerely,

John Montgomery
<PAGE>


January 27, 1997


Dear Fellow Social Responsibility Shareholder,

Our performance  in absolute  terms was  very good  last quarter;  however,
relative to our benchmarks it was poor.   The Portfolio gained 3.7% in  the
December quarter, significantly lagging the  S&P 500 benchmark's return  of
8.3%.  I am never satisfied if we're not beating our peers and the market.

Performance Summary
- -------------------

The following table presents SEC standardized performance for the  December
quarter, one year, and life-to-date*:

<TABLE>
<CAPTION>
						   Sep. Qtr.      1 Year     Life-to-Date
						    9/30/96      12/31/95     8/5/94 to
						   to 12/31/96  to 12/31/96  12/31/96 **
	 <S>                                          <C>          <C>          <C>
	 Social Responsibility Portfolio                3.7%        16.2%        19.6%
	 S&P 500 Index (large stocks)*                  8.3%        23.0%        25.3%
	 Lipper Growth Funds*                           5.3%        19.3%        21.1%

</TABLE>
*The Russell 2000  and S&P  500 are unmanaged  indexes of  large and  small
stocks, respectively, with dividends reinvested.   The Lipper Growth  Funds
reflect the aggregate record of domestic growth mutual funds as reported by
Lipper Analytical  Services,  Inc.   Past  performance does  not  guarantee
future returns.
**  Life-to-date  returns  are   annualized;  quarterly  returns  are   not
annualized.

Detailed Explanation of Performance
- -----------------------------------

Our smaller companies with strong social records continued to hold back our
portfolio a bit as  investors continued to flock  to the "safety" of  large
companies.  Healthy Planet Products and  Ben & Jerry's Ice Cream  continued
their downward trend with quarterly declines of 27% and 14%,  respectively.
Team Rental, a Budget  Rent-a-Car franchisee, eased  off from earlier  year
gains, declining 15% in the quarter.   More than offsetting these were  the
stocks of larger companies which make up the bulk of our portfolio.   These
included:  Great Atlantic and Pacific (up 23%), H. B. Fuller (up 22%), MBNA
Corp. (up 19%),  and Cincinnati Bell  (up 16%).   There were no  systematic
industry trends affecting our portfolio.   However, the absence of some  of
the less "green" industries,  such as oil,  hurt our financial  performance
relative to the S&P 500.

Largest Positions
- -----------------

<TABLE>
<CAPTION>
The following were our largest ten portfolio positions on December 31:

								     % Net
     Company                            Industry                     Assets
     -------                            --------                     ------                                  
     <S>                                <C>                          <C>

     Great Atlantic & Pacific           Retail Stores                  6.6%
     The Gap                            Retail Stores                  6.3%
     Safeway Stores                     Retail Stores                  5.9%
     Cincinnati Bell                    Telecommunications             5.4%
     MBNA Corp                          Banking                        5.1%
     Student Loan Marketing             Finance                        5.0%
     Nike, Inc. (Class B)               Leather & Shoes                5.0%
     Monsanto                           Chemicals                      4.7%
     Medtronics, Inc.                   Medical Equipment/Supplies     4.6%
     Coca-Cola Company                  Beverages                      4.5%
								      -----
     Total                                                            53.1%


Newest Portfolio Holdings
- -------------------------

The newest  additions to  our portfolios  are  Student Loan  Marketing  and
Monsanto.   Student  Loan  Marketing  (or  "Sallie  Mae")  is  a  federally
chartered  organization  providing  liquidity  to  banks  and   educational
institutions that offer federally guaranteed student  loans.  Times may  be
exciting for this company  in the next decade.   Legislation was signed  by
the  president  recently   to  change  it   from  a  government   sponsored
organization to a general purpose corporation.  This should relieve certain
regulatory burdens  and  allow  it  to  compete  more  effectively  in  the
marketplace, while continuing to help people seeking a higher education.

Monsanto is a very large U.S. chemical company.  So seldom does a  chemical
or energy company make it into the top fifth of our social rankings that it
always causes me to take  notice.  This company  achieved the top score  in
advancement of women in the workplace, charitable giving, and disclosure of
information.  For  a chemical  company, it  also scored  unusually high  on
environmental factors, which means it is  taking progressive measures in  a
"non-green" industry.

The People Side of This Business
- --------------------------------

Bridgeway is not  just an  address.   It's not  even just  money and  stock
certificates in  a  bank.   Bridgeway  is  people.   First,  its  you,  our
shareholder.  Obviously,  without you, I'm  out of a  job.  I  pray that  I
never, ever take for granted the trust that you have shown by investing  in
our young fund.   I want to continue  to work to earn  that trust over  the
next few years and decades.

Other people help make up Bridgeway.   Karen Gerstner and Miles Harper  are
looking out  specifically for  your interests  on our  board of  directors.
They consider seriously each of the decisions required by federal and state
laws and hold me accountable to the highest standards of integrity.  Sherry
Norman at our custodian bank  helps ensure your money  is secure.  I  can't
just cash your check  and leave town.   Patty Avila-Eady and Chris  Komarek
audit the  Portfolio  to  help  make sure  that  your  purchase  value  and
redemption value are accurate now and in the future.  Steve Barnhill helped
conceive of  the  name  Bridgeway and  directed  the  design  process  that
resulted in our "logo" and prospectus  layout.  John Harris programmed  our
own accounting system,  set up  our computer  network, and  helped me  with
research on  the  ultra-small  company  asset  class.    Jim  Ellis  helped
structure the feasibility  study for the  Fund.  With  advanced degrees  in
both law and  business and decades  of securities law  experience, he  also
serves as the Fund's legal counsel.  My wife, mother, brother, sister,  and
other family and friends have lent  money, time, and moral support.   (This
space wouldn't do justice  to the support and  sacrifice they have  shown.)
Almost all of these  people have given more  than they have  taken.  It  is
humbling to be on the receiving end of such good will.

Finally, you should know about the other people I work with here on a daily
basis.   Joanna  Schima currently  does  almost  anything in  the  area  of
administration.   She  was  manager of  communications  at  a  larger  fund
complex, then co-owner of a small business before coming to Bridgeway.  She
does everything  from payroll  and benefits,  to  hiring and  training,  to
communications hardware, to insurance, to documenting procedures, to  state
registration and compliance.   Hers is the  friendly southern female  voice
you may  hear on  our answering  machine.   When she  says, "Reality  check
time," everyone stops what they're doing and listens.  We don't really have
titles at Bridgeway, but if we did, she says hers would be "Queen of  Quite
a Lot."   It's awesome what  she can  accomplish in a  day.   It's just  as
awesome to watch the skill, spirit, and love she puts into being a  parent.
Glen Feagins worked as an auditor with a large accounting firm and later as
the chief financial officer of a medium size fund company before coming  to
Bridgeway.   He supervises  all our  "back  room operations,"  which  means
pricing our portfolios and keeping official shareholder records.  He is our
primary contact with  our custodian, bank,  brokers, and auditors.   He  is
also excellent with  computers and maintains  our software and  hardware--a
very important task for a company  that leans heavily on technology.   Glen
is a  bit older  and wiser  than the  rest of  us (his  hair is  turning  a
distinguished gray; mine is just falling out).  He is also quieter than the
rest of us,  but has a  warm personality and  strong, but  subtle sense  of
humor.  David Arnold  is one of the  people we hired  on a temporary  basis
when we received  10,000+ phone  calls last  summer from  our Mutual Funds
Magazine article on the Ultra-Small Company Portfolio.  He's another one of
these "can do" people who showed up the  rest of us by getting the  highest
Bridgeway grade  on his  securities examinations.   He  answers the  lions'
share of our phone  calls, sends out  our literature, assists  shareholders
with almost any Fund question under  the sun, and does about whatever  else
needs to get done.  Lest you think we're  spread a bit thin, we are  adding
one new employee this month.

I want you to picture for a  minute working for a very small  organization.
You hear you are getting some  significant publicity.  You estimate  demand
based on other organizations' experience with similar publicity, but  three
days into publication, you realize you underestimated demand by a factor of
5.  Uh,  oh.  The  number of  your clients doubles  in three  months.   You
promised your family a 2 week vacation and  your name is mud if you  cancel
it.  You leave anyway, but work one day  a week by fax/laptop.  Three  more
months pass  and  the  number  of  clients doubles  again.    This  was  my
situation.  I can't tell you how proud I am  of the people I work with  for
bringing Bridgeway through this period with remarkably few glitches.  These
people are dynamite.  We're a stronger organization now, better equipped to
service our current shareholders  and ready for the  next time we get  such
positive publicity.

If there is one thing I am most proud of at Bridgeway, it is the people who
make up Bridgeway.

New Shareholder Account Numbers
- -------------------------------

Please notice a  new account number  on your enclosed  year end  statement.
Several shareholders requested we  not use the  social security number,  as
this could compromise your account security.  We agreed it was a good idea.

Special Meeting of Shareholders
- -------------------------------

Translation:  Shareholders  voted to make  the Fund  the legal  distributor
(the organization that mails out fund literature) rather than the  advisory
firm (Bridgeway Capital Management, Inc.).  Since this was done at NO  cost
to the  Fund, this  was  probably a  "non-event"  for shareholders.    This
reduces some expenses  for the Advisor  and frees up  time better spent  on
other Fund  affairs.    Shareholders  also voted  to  reduce  some  of  the
paperwork associated with calculating performance fees.

On October  15,  1996, shareholders  of  record  on July  31  considered  a
proposal  to  approve  calculating  the  performance  adjustment  fee  rate
quarterly instead of monthly  and to correct the  ending date of the  first
five year  period  to September  30,  1999.   This  proposal  passed,  with
87,861.488 shares voting in favor, 306.975 against, and 407.717 abstaining.
This simplifies the calculation  of fees.  A  proposal was also  considered
whereby the Fund would adopt a 12b-1 Plan to become its own distributor  at
no cost to  the Fund.   This proposal also  passed with 286,837.008  shares
voting for,  27,950.707  against, and  6,049.901  abstaining.   I  want  to
emphasize that there are NO distribution costs to be borne by the Fund from
this plan.  The adviser, Bridgeway Capital Management, Inc., has borne  and
will continue to bear all costs of distribution.  The Fund remains a  fully
no-load fund.

Conclusion
- ----------

Enclosed you  will find  your December  account statement.   As  always,  I
appreciate your feedback and suggestions.   We are always looking for  ways
to improve our service.

Sincerely,

John Montgomery
<PAGE>

</TABLE>
<TABLE>
<CAPTION>
			       BRIDGEWAY FUND, INC.
			    AGGRESSIVE GROWTH PORTFOLIO
		   SCHEDULE OF PORTFOLIO INVESTMENTS (unaudited)
		      Showing percentage of total net assets
				 December 31, 1996

     Industry
	 Company                                              Shares        Value
 <S>                                                        <C>      <C>
 Common Stock - 86.4%
     Air Transport - 1.2%
	 Atlantic Coast Airlines                               2,300       $2,817

     Automobiles, Motor Homes and Trucks - 5.1%
	 Coachman Industries *                                 4,120      116,905

     Banking - 0.7%
	 Grove Bank *                                            300       14,925

     Building - 5.2%
	 Continental Homes Holdings                            2,300       48,875
	 Shult Homes Corp. *                                   3,000       70,500
								      -----------
									  119,375
     Containers - 0.9%
	 Disc Graphics                                         9,900       20,419

     Data Processing Hardware - 10.5%
	 Advanced Logic Research                               3,500       43,313
	 Bell Microproducts, Inc.                              1,400       12,425
	 Equitrac Corporation                                  1,500       17,625
	 General Automation, Inc.                             17,000       29,750
	 IKOS System, Inc.                                       500       10,000
	 Printronix, Inc.                                      1,200       16,050
	 Sun Microsystems, Inc. #                              4,200      107,888
								      -----------
									  237,051
     Data Processing Software - 0.7%
	 Symix Systems, Inc.                                   2,000       16,000

     Electronics/Electric - 7.7%
	 Benchmark Electronics                                 2,500       53,438
	 C-Cube                                                1,100       40,631
	 Nanometrics, Inc.                                     2,000        9,500
	 Reliability, Inc.                                     1,400        8,750
	 Semtech Corporation                                   2,300       39,388
	 Veeco Instruments                                     1,100       24,200
								      -----------
									  175,907
     Health Care Facilities - 2.4%
	 Curative Health                                       2,000       54,750

     Home Furnishings - 0.4%
	 DMI Furniture Inc                                     3,700        9,944

     Leisure-Amusement - 1.0%
	 SCP Pool Corporation                                  1,100       22,825

     Machinery - 5.2%
	 Chart Industries, Inc. *                              1,000       17,125
	 Graco, Inc.                                           1,900       46,550
	 JLG Industries *                                      3,420       54,293
								      -----------
									  117,968
     Metal / Other fabricating - 4.2%
	 Oregon Metallurgical Corporation *                    3,000       96,750

     Mutual Funds - 0.5%
	 New Germany Fund                                        550        7,356
	 Spain Fund *                                            400        5,100
								      -----------
									   12,456
     Office Equipment - 2.7%
	 Mail Well, Inc.                                       3,800       62,225
</TABLE>
<PAGE>
[CAPTION]
<TABLE>
<CAPTION>
			       BRIDGEWAY FUND, INC.
			    AGGRESSIVE GROWTH PORTFOLIO
		   SCHEDULE OF PORTFOLIO INVESTMENTS (unaudited)
		      Showing percentage of total net assets
				 December 31, 1996

     Industry
	 Company                                              Shares        Value
 <S>                                                        <C>      <C>

     Oil & Gas - 12.9%
	 Comstock Resources, Inc.                              4,900       63,700
	 Helmerich Payne *                                     3,500      182,438
	 Key Production, Inc.                                  1,500       19,125
	 McFarland Energy, Inc.                                2,400       29,100
								      -----------
									  294,363
     Pollution Control - 2.0%
	 American Eco Corporation                              6,800       46,750

     Retail Stores - 17.3%
	 CompUSA,  Inc. #                                      4,660       96,113
	 Damark International, Inc.                            3,400       31,025

	 Nutrition For Life International, Inc. *              4,000       48,000
	 One Price Clothing Store, Inc.                        4,400       12,650
	 TJX Companies, Inc. *                                 3,800      180,025
	 Tuesday Morning Corporation                           1,200       25,650
								      -----------
									  393,463
     Securities - 0.3%
	 JB Oxford Holdings, Inc.                              5,300        7,288

     Services - 1.4%
	 Team Rental Group, Inc.                               2,000       32,250

     Steel / Iron - 0.7%
	 Northwest Pipe Company                                1,000       16,250

     Transportation / Freight - 1.9%
	 Hvide Marine, Inc.                                    2,000       43,500

     Utilities-Electric - 1.5%
	 Bangor Hydro-Electric Company *                       3,500       33,250

								      -----------
     Total Common Stock (Identified Cost $1,684,637)                    1,972,789

 Options - 1.3%
     Data Processing - 0.5%
	 SUNW 1/98 @ 25 Calls                                     20       11,500

     Retail Stores - 0.8%
	 CompUSA 2/97 @ 15 Calls                                  20       12,250
	 CompUSA 5/97 @ 20 Calls                                  15        5,250
	 CompUSA 5/97 @ 25 Calls                                   6          900
								      -----------
									   18,400
								      -----------
     Total Options (Identified Cost $44,584)                               29,900

 Short-term Investments - 6.9%
     Money Market Funds - 6.9%
	 Lehman Bros. Prime Money Market
	     Class A                                          53,244       53,244
	 SEI Daily Income Trust Prime Obligations
	      Obligations                                     51,679       51,679
	 Starburst Money Market Fund                          51,678       51,678
								      -----------
									  156,601
     Total Short-term Investments (Identified Cost $156,601)              156,601

								      -----------
 Total Investments - 94.6%                                              2,159,290

 Other Assets and Liabilities, net - 5.4%                                 122,766
								      -----------

 Total Net Assets - 100.0%                                             $2,282,056
								      ===========
</TABLE>

 *  Income-producing security.
 #  The portfolio owns a call option on this security.
 ** The aggregate identified cost on a tax basis is $1,885,822.
    Gross unrealized appreciation and depreciation 
    were $384,606 and $111,138, respectively, or 
    net unrealized appreciation of $273,468.

 See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>
			       BRIDGEWAY FUND, INC.
			  SOCIAL RESPONSIBILITY PORTFOLIO
		   SCHEDULE OF PORTFOLIO INVESTMENTS (unaudited)
		      Showing percentage of total net assets
				 December 31, 1996

     Industry
	 Company                                              Shares        Value
 <S>                                                        <C>      <C>

 Common Stock - 91.0%
     Air Transport - 3.2%
	 AMR Corporation                                         150      $13,219

     Banking - 5.8%
	 Bank of Boston Corporation *                             45        2,891
	 MBNA Corp *                                             500       20,750
								      -----------
									   23,641
     Beverages - 4.5%
	 Coca-Cola Company *                                     350       18,419

     Chemicals - 8.8%
	 Fuller (HB) *                                           350       16,450
	 Monsanto                                                500       19,438
								      -----------
									   35,888
     Drugs-Generic and OTC - 10.6%
	 Merck & Company *                                       195       15,503
	 Pfizer, Inc. *                                          155       12,865
	 Schering Plough Corporation *                           229       14,828
								      -----------
									   43,196
     Finance - 5.0%
	 Student Loan Marketing                                  220       20,488

     Food - 0.1%
	 Ben & Jerry's Homemade, Inc.                             50          544

     Graphic Arts - 0.5%
	 Healthy Planet Products, Inc.                           525        1,969

     Health Care Facilities - 2.1%
	 Pacificare Health Systems                               107        8,694

     Leather & Shoes - 5.0%
	 Nike, Inc. (Class B) *                                  340       20,315

     Medical equipment/Supplies - 10.4%
	 Johnson & Johnson *                                     230       11,443
	 Medtronics, Inc. *                                      278       18,904
	 Sofamor/Danek Group                                     400       12,200
								      -----------
									   42,547
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
			       BRIDGEWAY FUND, INC.
			  SOCIAL RESPONSIBILITY PORTFOLIO
		   SCHEDULE OF PORTFOLIO INVESTMENTS (unaudited)
		      Showing percentage of total net assets
				 December 31, 1996

     Industry
	 Company                                              Shares        Value
 <S>                                                        <C>      <C>

     Retail Stores - 22.9%
	 Gantos, Inc.                                          1,700        5,525
	 Great Atlantic & Pacific *                              850       27,094
	 Lands End                                               450       11,925
	 Safeway Stores                                          562       24,026
	 The Gap *                                               850       25,606
								      -----------
									   94,176
     Services - 2.6%
	 Team Rental Group, Inc.                                 650       10,481

     Specialty Instruments - 4.1%
	 Hewlett Packard Company *                               332       16,683

     Telecommunications - 5.4%
	 Cincinnati Bell *                                       360       22,185
								      -----------

     Total Common Stock (Identified Cost $321,024)                        372,445

 Short-term Investments - 14.2%
     Money Market Funds - 14.2%
	 Lehman Bros. Prime Money Market Class A               8,629        8,629
	 SEI Daily Income Trust Prime Obligations              8,375        8,375
	 Starburst Money Market Fund                           8,375        8,375
	 Strong Money Market, Inc.                            33,000       33,000
								      -----------
									   58,379
								      -----------
     Total Short-term Investments (Identified Cost $58,379)                58,379
								      -----------

 Total Investments - 105.2%                                               430,824

 Other Assets and Liabilities, net - (5.2)%                               -21,440
								      -----------

 Total Net Assets - 100.0%                                               $409,384
								      ===========
</TABLE>

 *  Income producing security.
 ** The aggregate identified cost on a tax basis is $379,403.
    Gross unrealized appreciation and depreciation were $60,803
    and $9,382, respectively, or net unrealized appreciation
    of $51,421.

 See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>
			       BRIDGEWAY FUND, INC.
			   ULTRA-SMALL COMPANY PORTFOLIO
		   SCHEDULE OF PORTFOLIO INVESTMENTS (unaudited)
		      Showing percentage of total net assets
				 December 31, 1996

     Industry
	 Company                                              Shares        Value
 <S>                                                        <C>      <C>
 Common Stock - 92.0%
     Aerospace - 0.5%
	 Kellstrom Industries, Inc.                            7,500      $62,813

     Air Transport - 0.7%
	 Atlantic Coast Airlines                               8,200      100,450

     Aircraft Manufacturing/components - 0.4%
	 Petroleum Helicopters, Inc. *                         3,000       52,500

     Auto parts - 0.9%
	 Audiovox Corp.                                       12,000       68,250
	 R & B, Inc.                                           7,500       57,188
								      -----------
									  125,438
     Automobiles - 1.1%
	 Monaco Coach Corp.                                    9,600      156,000

     Automobiles, Motor Homes and Trucks - 1.4%
	 Collins Industries, Inc.                             32,000      188,000

     Banking - 3.1%
	 Dime Financial of Connecticut *                       6,600      113,850
	 Grove Bank *                                          4,900      243,775
	 Hallmark Savings                                      2,500       44,375
	 Peoples Bank Of Indiana *                               500       18,000
								      -----------
									  420,000
     Beverages - 0.3%
	 Cable Car Beverage Corporation                       19,800       44,550

     Building - 5.5%
	 American Woodmark Corporation *                      10,300      141,947
	 Continental Homes Holdings                           19,300      410,125
	 Engle Homes, Inc. *                                   6,900       58,650
	 M/I Schottenstein Homes                               5,900       64,163
	 Perini Corporation                                    2,900       22,656
	 Zaring Homes, Inc.                                    5,000       56,250
								      -----------
									  753,791
     Coatings, Paint,Varnishes - 0.4%
	 Southwall Technologies, Inc                           9,200       57,500

     Data Processing Hardware - 7.2%
	 Astro-med, Inc. *                                     1,500       12,750
	 Bell Microproducts, Inc.                             19,600      173,950
	 Cayenne Software, Inc.                                9,800       37,363
	 Ciprico, Inc.                                         7,300      106,763
	 Equitrac Corporation                                  1,000       11,750
	 General Automation, Inc.                             76,800      134,400
	 Graphix Zone                                         21,000       52,500
	 International Micro Software                          9,500      142,500
	 QMS, Inc.                                             4,800       25,200
	 STB Systems, Inc.                                     9,000      182,250
	 Tripos, Inc.                                          6,500       76,375
	 Xata Corporation                                      3,500       24,938
								      -----------
									  980,739
     Data Processing Software - 1.4%
	 Symix Systems, Inc.                                  23,200      185,600

     Drugs-Generic and OTC - 1.3%
	 Embrex, Inc.                                         16,500      107,250
	 Neogen Corporation                                    9,000       64,688
	 Procyte Corporation                                   5,800       13,050
								      -----------
									  184,988
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
			       BRIDGEWAY FUND, INC.
			   ULTRA-SMALL COMPANY PORTFOLIO
		   SCHEDULE OF PORTFOLIO INVESTMENTS (unaudited)
		      Showing percentage of total net assets
				 December 31, 1996

     Industry
	 Company                                              Shares        Value
 <S>                                                        <C>      <C>
     Electronics/Electric - 11.5%
	 Datum, Inc.                                           6,800      114,750
	 Diagnostic/Retrieval Systems, Inc.                    4,500       56,250
	 Engineered Support Systems                           23,900      352,525
	 JPM Company                                           8,500      148,750
	 K-Tron International                                 20,100      206,025
	 Nam Tai Electronics, Inc.                             1,000        7,750
	 Nanometrics, Inc.                                     1,000        4,750
	 Polk Audio, Inc.                                      3,500       42,875
	 Reliability, Inc.                                     8,000       50,000
	 Semtech Corporation                                  11,100      190,088
	 Spectrum Control, Inc.                                3,000       10,125
	 Super Vision International, Inc.                     11,400       72,675
	 Wandel & Goltermann Technology                       10,800      315,900
								      -----------
									1,572,463
     Finance - 1.3%
	 ACE Cash Express, Inc.                                7,500       84,375
	 American Physicians Service Group                    12,400       80,600
	 PDS Financial Corporation                             2,000        3,500
	 TFC Enterprises                                       5,800        9,425
								      -----------
									  177,900
     Food - 0.2%
	 Fresh America                                         1,800       29,700

     Food Serving - 0.6%
	 Family Steak House                                    6,200        3,875
	 Garden Fresh Restaurant                               7,200       72,900
								      -----------
									   76,775
     Health Care Facilities - 2.7%
	 Advocat, Inc.                                        13,800      100,050
	 Alliance Imaging, Inc.                               20,000      115,000
	 Caretenders Health Corporation                        2,800       15,400
	 Dianon Systems, Inc.                                  4,500       38,813
	 SMT Health Services, Inc.                             4,900       41,650
	 Sheridan Healthcare, Inc.                             9,800       57,575
								      -----------
									  368,488
     Home Furnishings - 2.8%
	 Craftmade International *                             3,500       21,438
	 Rowe Furniture, Corporation *                         4,800       38,400
	 Tab Products *                                        6,700       59,044
	 Winsloew Furniture                                   27,100      264,225
								      -----------
									  383,107
     Insurance - 0.6%
	 Omni Insurance Group                                  2,800       26,600
	 Unico American *                                      4,500       48,938
								      -----------
									   75,538
     Leisure-Amusement - 5.3%
	 Cinergi Pictures Entertainment. Inc.                 12,500       24,609
	 E R O, Inc.                                           2,900       25,375
	 Fountain Powerboat                                    6,600      120,450
	 Funco, Inc.                                          18,100      151,588
	 Moviephone                                            4,500       19,688
	 PTI Holding, Inc.                                    18,600      158,100
	 Play By Play Toys                                     1,500       18,000
	 SCP Pool Corporation                                 10,200      211,650
								      -----------
									  729,460
     Machinery - 2.6%
	 Chart Industries, Inc. *                              4,200       71,925
	 Newcor, Inc.                                          3,000       22,875
	 Selas Corporation of America                          5,800       98,600
	 U.S. Home & Garden                                   72,800      159,250
	 Venturian Corporation                                 1,000        8,125
								      -----------
									  360,775
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
			       BRIDGEWAY FUND, INC.
			   ULTRA-SMALL COMPANY PORTFOLIO
	     SCHEDULE OF PORTFOLIO INVESTMENTS (unaudited), continued
		      Showing percentage of total net assets
				 December 31, 1996

     Industry
	 Company                                              Shares        Value
 <S>                                                        <C>      <C>
 Common Stock - 92.0%, continued
     Manufacturing/Distributing - 0.9%
	 Chase Corporation *                                   2,100       18,638
	 Dominion Bridge Corporation                          47,800      107,550
								      -----------
									  126,188
     Medical equipment/Supplies - 2.5%
	 AFP Imaging Corporation                               3,000        5,625
	 Biosource International, Inc.                         8,800       60,500
	 Contour Medical, Inc.                                 7,000       32,375
	 I-Flow Corporation                                   20,000      108,750
	 Lukens Medical Corporation                            8,900       37,825
	 Medical Resources, Inc.                               6,300       71,663
	 Meridian                                              3,000       25,875
								      -----------
									  342,613
     Mining - 0.2%
	 Alta Gold                                             9,000       31,781

     Oil & Gas - 13.9%
	 Adams Research & Energy, Inc.                         2,000       24,500
	 American Oilfield Divers                             26,500      314,688
	 Clayton Williams Energy                              25,000      434,375
	 Comstock Resources, Inc.                             20,500      266,500
	 Maverick Tube Corporation                            20,100      256,275
	 Maynard Oil Company                                   1,500       28,125
	 McFarland Energy, Inc.                               24,700      299,488
	 Petroleum Development Corporation                    35,200      147,400
	 Southern Minerals                                     4,000       23,500
	 Tatham Offshore, Inc.                                12,000        8,625
	 UTI Energy                                            3,000      106,125
								      -----------
									1,909,601
     Pollution Control - 3.3%
	 American Eco Corporation                             37,500      257,813
	 KTI, Inc.                                             3,300       24,338
	 Misonix, Inc.                                        21,300      166,406
								      -----------
									  448,557
     Retail Stores - 8.2%
	 Damark International, Inc.                           17,200      156,950
	 Family Bargain                                       22,833       51,374
	 Freds, Inc.                                           2,000       17,250
	 Gantos, Inc.                                         32,300      104,975

	 J. Baker, Inc.                                        4,800       25,500
	 Jim Hjelms Private Collection                         4,500       22,500
	 Nutrition For Life International, Inc. *             22,080      264,960
	 One Price Clothing Store, Inc.                       44,100      126,788
	 Roses Store Inc.                                      3,800        7,125
	 S&K Famous Brands                                     6,800       64,600
	 Trans World Entertainment Corporation                 9,400       66,975
	 Tuesday Morning Corporation                          10,200      218,025
								      -----------
									1,127,022
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
			       BRIDGEWAY FUND, INC.
			   ULTRA-SMALL COMPANY PORTFOLIO
	     SCHEDULE OF PORTFOLIO INVESTMENTS (unaudited), continued
		      Showing percentage of total net assets
				 December 31, 1996

     Industry
	 Company                                              Shares        Value
 <S>                                                        <C>      <C>
     Securities - 1.3%
	 JB Oxford Holdings, Inc.                             19,000       26,125
	 M. H. Myerson & Co., Inc.                            25,000       81,250
	 Southwest Securities Group *                          5,000       75,000
								      -----------
									  182,375
     Services - 3.1%
	 Advanced Marketing Services, Inc.                    10,400      105,300
	 Corrpro Companies                                     6,200       58,900
	 ICF Kaiser International, Inc.                       14,500       29,000
	 Maxserve                                             12,100       83,944
	 RCM Technologies, Inc.                               16,800      147,000
								      -----------
									  424,144
     Specialty Instruments - 1.4%
	 Laser Industries Ltd.                                18,800      190,350

     Steel / Iron - 0.9%
	 Northwest Pipe Company                                7,400      120,250

     Telecommunications - 2.2%
	 Blounder Tongue Labs, Inc.                            4,800       42,000
	 Cabletel Communications Corporation                   8,300       45,650
	 EMCEE Broadcast Products                             12,900       93,525
	 Total-tel USA Communications, Inc.                    2,000       37,500
	 Wegener Corporation                                  20,000       78,750
								      -----------
									  297,425
     Textiles - 2.2%
	 Dixie Yarns, Inc.                                     9,700       75,175
	 Worldtex, Inc.                                       24,900      220,988
								      -----------
									  296,163
     Transportation / Freight - 0.2%
	 Consolidated Delivery & Logistical, Inc.              6,000       27,000
								      -----------

     Total Common Stock (Identified Cost $11,498,510)                  12,610,044

     Money Market Funds - 4.7%
	 Lehman Bros. Prime Money Market Class A             219,150      219,150
	 SEI Daily Income Trust Prime Obligations            212,705      212,705
	 Starburst Money Market Fund                         212,705      212,705
								      -----------
									  644,560
								      -----------
     Short-term Investments - 4.7%                                        644,560

								      -----------
     Total Investments - 96.7%                                         13,254,604

 Other Assets and Liabilities, net - 3.3%                                 453,590
								      -----------

 Total Net Assets - 100.0%                                            $13,708,194
								      ===========
</TABLE>

 *  Income producing security.
 ** The aggregate identified cost on a tax basis is $12,143,070.
    Gross unrealized appreciation and depreciation were $1,904,694
    and $793,160 respectively, or net unrealized appreciation
    of $1,111,534.

 See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
					  BRIDGEWAY FUND, INC.

			    STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
					As of December 31, 1996

							 Ultra-Small    Aggressive       Social 
							  Company         Growth     Responsibility
							  Portfolio      Portfolio      Portfolio

 <S>                                                   <C>            <C>            <C>
 Assets:
    Investments at value *                               $13,254,604     $2,159,290       $430,824
    Cash                                                     768,770        126,737          4,235
    Receivable for investments sold                          213,628              0         20,927
    Receivable for interest                                      415            671            241
    Receivable for dividends                                   2,231             85            324
    Receivable from adviser                                        0          4,229            631
    Prepaid expenses                                           5,212            935            560
    Deferred organization costs                               11,500         11,500         11,500
						       -------------  -------------  -------------
	  Total assets                                    14,256,360      2,303,447        469,242

 Liabilities:
    Payable for investments purchased                        523,174              0         40,095
    Payable for management fee                                   336          6,486              0
    Payable for organization costs                            11,513         11,513         11,513
    Accrued expenses                                          13,143          3,392          8,250
						       -------------  -------------  -------------
	  Total liabilities                                  548,166         21,391         59,858
						       -------------  -------------  -------------
    Net Assets                                           $13,708,194     $2,282,056       $409,384
						       =============  =============  =============
    Shares Outstanding                                       799,191        136,482         28,924
						       =============  =============  =============
    Net asset value, offering and redemption price
	 per share                                            $17.15         $16.72         $14.15
						       =============  =============  =============

 Net Assets Represent:
    Paid-in capital                                      $12,332,691     $2,008,475       $364,747
    Undistributed net realized gain                          263,969            113         (6,784)
    Net unrealized appreciation of investments             1,111,534        273,468         51,421
						       -------------  -------------  -------------
    Net assets                                           $13,708,194     $2,282,056       $409,384
						       =============  =============  =============
 * Investments at cost                                   $12,143,070     $1,885,822       $379,403
						       =============  =============  =============


</TABLE>
 See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
					  BRIDGEWAY FUND, INC.
				  STATEMENT OF OPERATIONS (Unaudited)
			       For the six months ended December 31, 1996

							 Ultra-Small    Aggressive       Social 
							  Company         Growth     Responsibility
							  Portfolio      Portfolio      Portfolio

 <S>                                                   <C>            <C>            <C>
 Investment income:
    Dividends                                                 $6,094         $4,188         $1,309
    Interest                                                   7,032          2,656          1,511
						       -------------  -------------  -------------
	  Total income                                        13,126          6,844          2,820

 Expenses:
    Management fees                                           40,679         14,666          1,062
    Accounting fees                                           31,955          5,716          3,677
    Audit fees                                                 5,069          3,549          3,549
    Custody                                                    5,685          1,314            286
    Amortization of organization costs                         2,347          2,347          2,347
    Insurance                                                  1,998            355             63
    Legal                                                      9,802          1,949            151
    Registration fees                                          3,124            668            578
    Director fees                                                200            200            200
    Miscellaneous                                                 15             15             15
						       -------------  -------------  -------------
	  Total expenses                                     100,874         30,779         11,928
    Less fees waived                                         (10,385)       (12,388)        (4,739)
    Less expenses reimbursed                                       0              0         (4,260)
						       -------------  -------------  -------------
	  Net expenses                                        90,489         18,391          2,929

						       -------------  -------------  -------------
 Net investment income (loss)                                (77,363)       (11,547)          (109)
						       -------------  -------------  -------------


 Net realized and unrealized gain(loss) on investments:
    Net realized gain (loss) on investments
    Net change in unrealized appreciation during             271,044         (9,521)         4,609
    period                                                   792,108        145,326          5,552
						       -------------  -------------  -------------
    Net realized and unrealized gain                       1,063,152        135,805         10,161

 Net increase in assets 
						       -------------  -------------  -------------
    resulting from operations:                              $985,789       $124,258        $10,052
						       =============  =============  =============

</TABLE>
 See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
					  BRIDGEWAY FUND, INC.
			     STATEMENT OF CHANGES IN NET ASSETS (Unaudited)

 <S>                                                      <C>            <C>            <C>
 Ultra-Small Company Portfolio                         Six months ended   Year ended
    Increase (decrease) in net assets:                December 31, 1996  June 30, 1996   see * below
    Operations:
       Net investment income (loss)                            ($77,363)      ($23,352)       ($2,117)
       Net realized gain (loss) on investments                  271,044        371,952         (3,571)
       Net change in unrealized appreciation                    792,108        247,576         70,908
							  -------------  -------------  -------------
	   Net increase resulting from operations               985,789        596,176         65,220
							  -------------  -------------  -------------
       Distributions to shareholders: 
	   From net investment income                                 0              0             (4)
	   From realized gains on investments                  (228,177)       (44,243)          (220)
							  -------------  -------------  -------------
	     Total distributions to shareholders               (228,177)       (44,243)          (224)
    Fund share transactions:
       Proceeds from sale of shares                           8,985,314      3,392,930        568,271
       Reinvestment of dividends                                209,831         43,592            224
       Cost of shares redeemed                                 (802,154)       (98,400)             0
							  -------------  -------------  -------------
	   Net increase from Fund share transactions          8,392,991      3,338,122        568,495
							  -------------  -------------  -------------
	   Net increase in net assets                         9,150,603      3,890,055        633,491
    Net assets:
       Beginning of period                                    4,557,591        667,536         34,045
							  -------------  -------------  -------------
       End of period                                        $13,708,194     $4,557,591       $667,536
							  =============  =============  =============

    Number of Fund shares:
       Sold                                                     564,260        217,309         55,498
       Issued on dividends reinvested                            12,394          3,338             22
       Redeemed                                                 (50,708)        (6,219)             0
							  -------------  -------------  -------------
	   Net increase                                         525,946        214,428         55,520
       Outstanding at beginning of period                       273,245         58,817          3,297
							  -------------  -------------  -------------
       Outstanding at end of period                             799,191        273,245         58,817
							  =============  =============  =============

=====================================================================================================

 Aggressive Growth Portfolio
    Increase (decrease) in net assets:
    Operations:
       Net investment income (loss)                            ($11,547)       ($9,319)         ($465)
       Net realized gain (loss) on investments                   (9,521)       166,362         (1,720)
       Net change in unrealized appreciation                    145,326         95,798         32,675
							  -------------  -------------  -------------
	   Net increase resulting from operations               124,258        252,841         30,490
							  -------------  -------------  -------------
       Distributions to shareholders: 
	   From net investment income                                 0              0              0
	   From realized gains on investments                  (128,863)        (4,442)           (48)
							  -------------  -------------  -------------
	     Total distributions to shareholders               (128,863)        (4,442)           (48)
    Fund share transactions:
       Proceeds from sale of shares                             942,752        989,807        188,873
       Reinvestment of dividends                                123,538          3,894             48
       Cost of shares redeemed                                 (282,114)       (15,887)             0
							  -------------  -------------  -------------
	   Net increase from Fund share transactions            784,176        977,814        188,921
							  -------------  -------------  -------------
	   Net increase in net assets                           779,571      1,226,213        219,363
    Net assets:
       Beginning of period                                    1,502,485        276,272         56,909
							  -------------  -------------  -------------
       End of period                                         $2,282,056     $1,502,485       $276,272
							  =============  =============  =============

    Number of Fund shares:
       Sold                                                      56,353         67,496         17,837
       Issued on dividends reinvested                             7,362            294              5
       Redeemed                                                 (17,410)        (1,209)             0
							  -------------  -------------  -------------
	   Net increase                                          46,305         66,581         17,842
       Outstanding at beginning of period                        90,177         23,596          5,754
							  -------------  -------------  -------------
       Outstanding at end of period                             136,482         90,177         23,596
							  =============  =============  =============

=====================================================================================================

 Social Responsibility Portfolio
    Increase (decrease) in net assets:
    Operations:
       Net investment income (loss)                               ($109)         ($357)          $295
       Net realized gain (loss) on investments                    4,609         10,228           (854)
       Net change in unrealized appreciation                      5,552         39,110          7,469
							  -------------  -------------  -------------
	   Net increase resulting from operations                10,052         48,981          6,910
							  -------------  -------------  -------------
       Distributions to shareholders: 
	   From net investment income                                 0           (297)           (19)
	   From realized gains on investments                   (21,520)             0              0
							  -------------  -------------  -------------
	     Total distributions to shareholders                (21,520)          (297)           (19)
    Fund share transactions:
       Proceeds from sale of shares                              72,349        268,541         33,982
       Reinvestment of dividends                                 21,520            297             19
       Cost of shares redeemed                                  (33,977)       (20,983)          (518)
							  -------------  -------------  -------------
	   Net increase from Fund share transactions             59,892        247,855         33,483
							  -------------  -------------  -------------
	   Net increase in net assets                            48,424        296,539         40,374
    Net assets:
       Beginning of period                                      360,960         64,421         24,047
							  -------------  -------------  -------------
       End of period                                           $409,384       $360,960        $64,421
							  =============  =============  =============

    Number of Fund shares:
       Sold                                                       5,086         20,594          3,152
       Issued on dividends reinvested                             1,556             23              2
       Redeemed                                                  (2,309)        (1,577)           (45)
							  -------------  -------------  -------------
	   Net increase                                           4,333         19,040          3,109
       Outstanding at beginning of period                        24,591          5,551          2,442
							  -------------  -------------  -------------
       Outstanding at end of period                              28,924         24,591          5,551
							  =============  =============  =============

    *  from August 5, 1994 (commencement of operations) to June 30, 1995
 </TABLE>

    See accompanying notes to financial statements.
 <PAGE>
<TABLE>
<CAPTION>
					  BRIDGEWAY FUND, INC.
				    FINANCIAL HIGHLIGHTS (Unaudited)
			    (for a share outstanding throughout the period)

							Six months ended   Year ended
						       December 31, 1996  June 30, 1996   see * below
 <S>                                                      <C>            <C>            <C>
 Ultra-Small Company Portfolio
    Per share data
       Net asset value, beginning of period                      $16.68         $11.35         $10.33
							  -------------  -------------  -------------
       Income (loss) from investment operations:
	   Net investment income (loss)                           (0.14)         (0.21)         (0.04)
	   Net realized and unrealized gain                        0.93           6.03           1.07
							  -------------  -------------  -------------
		Total from investment operations                   0.79           5.82           1.03
							  -------------  -------------  -------------
       Less distributions to shareholders:
	   Net investment income                                   0.00           0.00           0.00
	   Net realized gains                                     (0.32)         (0.49)         (0.01)
							  -------------  -------------  -------------
		Total distributions                               (0.32)         (0.49)         (0.01)
							  -------------  -------------  -------------
       Net asset value, end of period                            $17.15         $16.68         $11.35
							  =============  =============  =============
======================================================================================================

    Total return [1]                                                4.8%          52.4%          10.5%
    Ratios & Supplemental Data
       Net assets, end of period                            $13,708,194     $4,557,591       $667,536
       Ratios to average net assets: [2]
	   Expenses net of waivers and reimbursements             2.00%          1.97%          1.68%
	   Expenses before waivers and reimbursements             2.22%          3.07%          8.34%
	   Net investment income (loss)                          (1.71%)        (1.47%)        (0.65%)
       Portfolio turnover rate [2]                                 72.7%         155.9%         103.6%
======================================================================================================

 Aggressive Growth Portfolio
    Per share data
       Net asset value, beginning of period                      $16.66         $11.71          $9.89
							  -------------  -------------  -------------
       Income (loss) from investment operations:
	   Net investment income (loss)                           (0.11)         (0.18)         (0.02)
	   Net realized and unrealized gain                        1.23           5.22           1.84
							  -------------  -------------  -------------
		Total from investment operations                   1.12           5.04           1.82
							  -------------  -------------  -------------
       Less distributions to shareholders:
	   Net investment income                                   0.00           0.00           0.00
	   Net realized gains                                     (1.06)         (0.09)          0.00
							  -------------  -------------  -------------
		Total distributions                               (1.06)         (0.09)          0.00
							  -------------  -------------  -------------
       Net asset value, end of period                            $16.72         $16.66         $11.71
							  =============  =============  =============
======================================================================================================
    Total return [1]                                                6.7%          43.3%          19.5%
    Ratios & Supplemental Data
       Net assets, end of period                             $2,282,056     $1,502,485       $276,272
       Ratios to average net assets: [2]
	   Expenses net of waivers and reimbursements             2.00%          1.97%          1.86%
	   Expenses before waivers and reimbursements             3.35%          5.73%         16.15%
	   Net investment income (loss)                          (1.26%)        (1.26%)        (0.30%)
       Portfolio turnover rate [2]                                 80.9%         167.7%         139.9%
======================================================================================================
 Social Responsibility Portfolio
    Per share data
       Net asset value, beginning of period                      $14.68         $11.61          $9.85
							  -------------  -------------  -------------
       Income (loss) from investment operations:
	   Net investment income (loss)                            0.00          (0.02)          0.07
	   Net realized and unrealized gain                        0.28           3.11           1.70
							  -------------  -------------  -------------
		Total from investment operations                   0.28           3.09           1.77
							  -------------  -------------  -------------
       Less distributions to shareholders:
	   Net investment income                                   0.00          (0.02)         (0.01)
	   Net realized gains                                     (0.81)          0.00           0.00
							  -------------  -------------  -------------
		Total distributions                               (0.81)         (0.02)         (0.01)
							  -------------  -------------  -------------
       Net asset value, end of period                            $14.15         $14.68         $11.61
							  =============  =============  =============
======================================================================================================
    Total return [1]                                                2.0%          26.6%          18.9%
    Ratios & Supplemental Data
       Net assets, end of period                               $409,384       $360,960        $64,421
       Ratios to average net assets: [2]
	   Expenses net of waivers and reimbursements             1.50%          1.48%          1.46%
	   Expenses before waivers and reimbursements             6.09%         16.80%         72.83%
	   Net investment income (loss)                          (0.06%)        (0.17%)         0.90%
       Portfolio turnover rate [2]                                 65.1%          83.8%          71.7%

    [1] Not annualized for the period August 5, 1994 to June 30, 1995 or 
	for the six months ended December 31, 1996
    [2] Annualized for the period August 5, 1994 to June 30, 1995 and
	for the six months ended December 31, 1996
    *   from August 5, 1994 (commencement of operations) to June 30, 1995

</TABLE>
    See accompanying notes to financial statements.
<PAGE>
				BRIDGEWAY FUND, INC.
		      NOTES TO FINANCIAL STATEMENTS (Unaudited)


1. Organization:

   Bridgeway Fund, Inc. (the "Fund") was organized as a Maryland corporation on
   October 19, 1993, and is registered under the Investment Company Act of 1940,
   as amended, as a no-load, diversified, open-end management investment
   company.

   The Fund is organized as a series fund and has three portfolios, the
   Ultra-Small Company Portfolio, the Aggressive Growth Portfolio and the
   Social Responsibility Portfolio.  The Fund is authorized to issue
   1,000,000,000 shares. The Fund commenced operations as a regulated
   investment company on August 5, 1994.

2. Significant Accounting Policies:

   The following is a summary of significant accounting policies followed by the
   Fund in the preparation of its financial statements.

   Securities Valuation
   --------------------
   Securities are valued at the closing price for securities traded on a
   principal  U.S. securities exchange and on NASDAQ.  Listed securities for
   which no sales are reported are valued at the latest bid price in accordance
   with the pricing  policy established by the Fund's Board of Directors.  When
   current bid prices are not available, the  most recently available quoted
   closing or bid price is used and adjusted for changes in the index  on the
   exchange on which that security  trades, also in  accordance with the 
   pricing policy established by the Fund's Board of Directors.

   Federal Income Taxes
   --------------------
   It is  the Fund's policy to  comply with the requirements  of Subchapter M
   of the Internal Revenue Code applicable to regulated investment companies,
   including the timely distribution of all its taxable income to its
   shareholders.  Therefore, no federal income tax provision has been recorded.

   Deferred Organization Costs
   ---------------------------
   Deferred  organization costs  are amortized  on a  straight-line basis  over
   five  years.  The  initial  shareholders,  prior  to  the  prospectus  being
   declared effective on June 30, 1994, have agreed that if any of the initial
   shares of  each portfolio are redeemed during such amortization period by
   any holder thereof, the redemption  proceeds  will be  reduced  by  the
   amount  of  the  then  unamortized organization expenses in the same ratio
   as the number of shares redeemed bears  to the number of total outstanding
   shares held at the time of redemption.

   At  December 31,  1996, each  portfolio  had deferred  organization costs
   in  the amount of $11,513 payable to Bridgeway Capital Management, Inc., a
   shareholder.
<PAGE>
				BRIDGEWAY FUND, INC.
		NOTES TO FINANCIAL STATEMENTS (Unaudited), continued


   Distributions to Shareholders
   -----------------------------
   Distributions  to  shareholders  are recorded  when  declared.    The  amount
   and character of income and gains to be distributed are determined in 
   accordance  with income tax  regulations  which may  differ  from  generally
   accepted  accounting  principles.

   Use of Estimates in Financial Statements
   ----------------------------------------
   In  preparing   financial  statements  in   conformity  with  generally 
   accepted accounting principles, management makes estimates and assumptions
   that affect  the reported  amounts  of  assets  and  liabilities  at  the 
   date  of  the  financial statements, as  well as the  reported amounts of 
   income and  expenses during  the  reporting period.

   Other
   -----
   Security transactions are  accounted for as of the trade date, the date the
   order  to  buy or  sell is  executed.   Realized gains  and losses  are 
   computed  on  the  identified cost basis.   Dividend income is recorded on
   the ex-dividend date,  and  interest income is recorded on the accrual basis.

   Assets in the  Social Responsibility Portfolio are very low, and may remain
   so  in  the immediate future.   Because commission cost per trade is 
   unacceptably high  as  a percentage of assets, the Adviser reimbursed this 
   portfolio for any  commissions  above  one  cent/share.   The Adviser expects
   to  continue this  practice  until  portfolio net assets reach at least $1
   million.

3. Use of Derivative Instruments
   The  Aggressive Growth  and Social  Responsibility Portfolios  may use 
   derivative securities as outlined more fully under "Risk Factors,"
   "Investment Objective  and  Policies,"  and "Principal Investment
   Restrictions," in the  Prospectus.   Buying  calls  increases a Portfolio's
   exposure to the  underlying security.  Buying  puts   on a  stock market
   index tends to limit  a Portfolio's exposure to a stock  market
   decline.    All  options purchased  by  the  Fund were  listed  on
   exchanges  and   considered  liquid positions  with readily available 
   market quotes.   The  Social  Responsibility  Portfolio purchased and 
   sold one put  in October.   A summary  of  options purchased by the
   Aggressive Growth Portfolio follows:

<TABLE>
<CAPTION>
                             				     Call  Options       Put   Options
				                                  # of     Cost      # of      Cost
				                                  Calls               Puts
       <S>                           <C>   <C>           <C>   <C>
       Options outstanding 06/30/96    20   $34,300         0        $0
       Options purchased               61   $44,584         2    $1,492
       Options expired                 (0)      ($0)        0        $0
       Options closed                 (20) ($34,300)       (2)  ($1,492)
                            				      ---   -------       ---    ------
       Outstanding at 12/31/96         61   $44,584         0        $0
				                                  ===   =======       ===    ======
</TABLE>                                         
<PAGE>                                                          
				BRIDGEWAY FUND, INC.
		NOTES TO FINANCIAL STATEMENTS (Unaudited), continued


4. Management Contract:
   The  Fund   has  entered  into  a  management  contract  with  Bridgeway   
   Capital Management, Inc. (the "Adviser"), a shareholder of the Fund.  As 
   compensation  for the  advisory  services rendered,  facilities  furnished, 
   and  expenses  borne  by Bridgeway  Capital  Management, Inc.,  the  
   Aggressive Growth  Portfolio  and  the Social  Responsibility Portfolio  
   pay Bridgeway  Capital Management,  Inc. a  fee, computed and paid monthly 
   based on the average daily net assets of each  portfolio for  the month.  
   Such fee is  based on the following annual  rates:  0.90% of  the 
   first  $250 million of each  portfolio's average daily net  assets, 0.875% 
   of  the next $250 million and 0.85% of any excess over $500 million.  The 
   fee is  adjusted quarterly  for the  Aggressive  Growth and  the Social  
   Responsibility  Portfolios based  upon performance.  The performance 
   adjustment  rate varies with the  Fund's performance as compared to the 
   performance of the Standard & Poor's 500  Composite Stock  Price Index  
   with dividends reinvested  (hereinafter "Index"  ) and  ranges
   from -.7% to +.7%.  The performance rate adjustment is calculated at 4.76% 
   of the difference  between the performance  of the Fund  and that of the 
   Index over the trailing five  year period, except that there is no 
   performance adjustment if  the difference between the Fund performance and 
   the Index performance is less than  or equal  to  2%.    The  Ultra-Small 
   Company  Portfolio  pays  a  flat  0.9%  annual management  fee,  computed  
   daily  and payable  monthly,  except  that  while  the Portfolio's  net 
   assets range from  $27.5 million to $55  million the fee will  be
   $495,000 annually  subject to a maximum rate of 1.49% and a maximum 
   expense  ratio of 2.0%.

   One  director of the Fund, John Montgomery, is an owner and director of the
   Adviser.  Under  the Investment Company Act of 1940 definitions, he is  
   considered to be "affiliated" and "interested."  Compensation of Mr. 
   Montgomery is borne by  the Adviser rather than the Fund.  The other 
   officers are employees of the  Adviser and the portion of their 
   compensation attributable to fund accounting, shareholder accounting and 
   state registration services is paid by the Fund and is included in the 
   Accounting fees expense category of the financial statements.  
   
   The Adviser committed to reimburse the Fund for any operating expenses above
   2.5% of net assets during the first three years of operations.  In addition,
   the Adviser has been voluntarily reimbursing the Fund for any operating
   expenses   above  2.0%,  1.5%,  and  2.0%   for  the  Aggressive  Growth,   
   Social Responsibility, and Ultra-Small Company Portfolios, respectively.   
   The  Adviser currently has no plans to change this practice.

   To achieve this expense level the Adviser has waived both the management 
   fees and accounting  fees for the six months ended December 31, 1996 for  
   the Social Responsibility Portfolio.  For the Ultra-Small Company and 
   Aggressive Growth Portfolios, the Adviser has waived a portion of their 
   management fees. 
   
 5. Custodial Agreement:
   The  Fund has entered into a Custodial Agreement with River Oaks Trust 
   Company. As compensation for services rendered by the custodian, each 
   portfolio will pay  a fee, computed  and paid quarterly based on the  
   average month end total assets  of each portfolio for the quarter.  Such 
   fee is based on the following annual  rates: 0.14% of the first $10 million 
   of each  portfolio's average net assets, 0.12%  of the next $30  million, 
   0.10% of any excess over  $40 million.  The fee is  subject to an annual 
   minimum fee of $10,000 for all portfolios combined. 
 <PAGE>
						BRIDGEWAY FUND, INC.
			NOTES TO FINANCIAL STATEMENTS (Unaudited), continued


6. Cost, Purchases and Sales of Investment Securities:
   Investments  have  the  same  cost  for  tax  and  financial  statement  
   purposes. Aggregate  purchases  and   sales  of  investment  securities,  
   other  than cash equivalents were as follows:

<TABLE>
<CAPTION>
					  Cost of      Proceeds
    Portfolio                           Purchases    from Sales
    <S>                               <C>            <C>
    Ultra-Small Company               $10,698,147    $3,107,796
    Aggressive Growth                  $1,179,666      $690,954
    Social Responsibility                $199,570      $106,273
</TABLE>
<PAGE>    



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