BUFFALO BALANCED FUND INC, 485BPOS, 1996-07-16

BUFFALO BALANCED FUND INC
485BPOS, 1996-07-16

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 4 File No. 33-75476 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 6 File No. 811-8364 [X]

BUFFALO BALANCED FUND, INC.
______________________________________________________________
(Exact Name of Registrant as Specified in Charter)

2440 Pershing Road, G-15, Kansas City, MO 64108
______________________________________________________________
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816) 471-5200

Larry D. Armel, President, BUFFALO BALANCED FUND, INC.
2440 Pershing Road, G-15, Kansas City, Missouri 64108
______________________________________________________
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: July 31, 1996

It is proposed that this filing become effective:

X On July 31, 1996, pursuant to paragraph (b)

Registrant has registered an indefinite number or amount of securities
under the Securities Act of 1933 pursuant to Rule 24f-2 of the
Investment Company Act of 1940, and will file its required Rule 24f-2
Notice for the Registrant's fiscal year ended March 31, 1997, by
May 31, 1997.

Please address inquiries and a carbon copy of all
and communications to: communications to:
John G. Dyer, Esq. Mark H. Plafker, Esq.
Buffalo Balanced Fund, Inc. Stradley, Ronon, Stevens & Young
2440 Pershing Road, G-15 2600 One Commerce Square
Kansas City, MO 64108 Philadelphia, PA 19103-7098
Telephone: (816) 471-5200 Telephone: (215) 564-8024

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 4 File No. 33-87346 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 6 File No. 811-8900 [X]

BUFFALO EQUITY FUND, INC.
______________________________________________________________
(Exact Name of Registrant as Specified in Charter)

2440 Pershing Road, G-15, Kansas City, MO 64108
______________________________________________________________
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816) 471-5200

Larry D. Armel, President, BUFFALO EQUITY FUND, INC.
2440 Pershing Road, G-15, Kansas City, Missouri 64108
______________________________________________________
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: July 31, 1996

It is proposed that this filing become effective:

X On July 31, 1996, pursuant to paragraph (b)

Please address inquiries and a carbon copy of all
and communications to: communications to:
John G. Dyer, Esq. Mark H. Plafker, Esq.
Buffalo Equity Fund, Inc. Stradley, Ronon, Stevens & Young
2440 Pershing Road, G-15 2600 One Commerce Square
Kansas City, MO 64108 Philadelphia, PA 19103-7098
Telephone: (816) 471-5200 Telephone: (215) 564-8024

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 4 File No. 33-87148 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 6 File No. 811-8898 [X]

BUFFALO HIGH YIELD FUND, INC.
______________________________________________________________
(Exact Name of Registrant as Specified in Charter)

2440 Pershing Road, G-15, Kansas City, MO 64108
______________________________________________________________
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816) 471-5200

Larry D. Armel, President, BUFFALO HIGH YIELD FUND, INC.
2440 Pershing Road, G-15, Kansas City, Missouri 64108
______________________________________________________
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: July 31, 1996

It is proposed that this filing become effective:

X On July 31, 1996, pursuant to paragraph (b)

Please address inquiries and a carbon copy of all
and communications to: communications to:
John G. Dyer, Esq. Mark H. Plafker, Esq.
Buffalo High Yield Fund, Inc. Stradley, Ronon, Stevens & Young
2440 Pershing Road, G-15 2600 One Commerce Square
Kansas City, MO 64108 Philadelphia, PA 19103-7098
Telephone: (816) 471-5200 Telephone: (215) 564-8024

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 4 File No. 33-87146 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 6 File No. 811-8896 [X]

BUFFALO USA GLOBAL FUND, INC.
______________________________________________________________
(Exact Name of Registrant as Specified in Charter)

2440 Pershing Road, G-15, Kansas City, MO 64108
______________________________________________________________
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816) 471-5200

Larry D. Armel, President, BUFFALO USA GLOBAL FUND, INC.
2440 Pershing Road, G-15, Kansas City, Missouri 64108
______________________________________________________
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: July 31, 1996

It is proposed that this filing become effective:

X On July 31, 1996, pursuant to paragraph (b)

Please address inquiries and a carbon copy of all
and communications to: communications to:
John G. Dyer, Esq. Mark H. Plafker, Esq.
Buffalo USA Global Fund, Inc. Stradley, Ronon, Stevens & Young
2440 Pershing Road, G-15 2600 One Commerce Square
Kansas City, MO 64108 Philadelphia, PA 19103-7098
Telephone: (816) 471-5200 Telephone: (215) 564-8024

<PAGE>

BUFFALO EQUITY FUND, INC.
BUFFALO HIGH YIELD FUND, INC.
BUFFALO USA GLOBAL FUND, INC.
BUFFALO BALANCED FUND, INC.

CROSS REFERENCE SHEET

Form N-1A Item Number Location in Prospectus

Item 1. Cover Page Cover Page

Item 2. Synopsis Not Applicable

Item 3. Condensed Financial Per Share Capital and
Information Income Changes

Item 4. General Description Investment Objective
of Registrant and Portfolio
Management Policy

Item 5. Management of Officers and Directors;
the Fund Management and
Investment Counsel

Item 6. Capital Stock and How to Purchase Shares;
Other Securities How to Redeem Shares;
How Share Price is
Determined; General
Information and
History; Dividends,
Distributions and their
Taxation

Item 7. Purchase of Coverage Page; How to
Securities Purchase Shares;
being Offered Shareholder Services
Item 8. Redemption or Repurchase How to Redeem Shares

Item 9. Pending Legal Proceedings Not Applicable

<PAGE>

BUFFALO EQUITY FUND, INC.
BUFFALO HIGH YIELD FUND, INC.
BUFFALO USA GLOBAL FUND, INC.
BUFFALO BALANCED FUND, INC.

CROSS REFERENCE SHEET (Continued)

Form N-1A Item Number Location in Statement
of Additional
Information

Item 10. Cover Page Cover Page

Item 11. Table of Contents Cover Page

Item 12. General Information Investment Objectives
and History and Policies;
Management and
Investment Counsel

Item 13. Investment Investment Objectives
Objectives and Policies and Policies;
Investment
Restrictions

Item 14. Management Management and
of the Fund Investment Counsel

Item 15. Control Persons Management and
and Principal Investment Counsel;
Holders of Securities Officers and Directors

Item 16. Investment Advisory Management and
and other Services Investment Counsel

Item 17. Brokerage Allocation Portfolio Transactions

Item 18. Capital Stock General Information and
and Other History (Prospectus);
Securities Financial Statements
Item 19. Purchase, Redemption How Share Purchases are
and Pricing of Handled; Redemption of
Securities Being Shares Financial
Offered Statements

Item 20. Tax Status Dividends, Distributions
and their taxation
(Prospectus)

Item 21. Underwriters How the Fund's Shares
are Distributed

Item 22. Calculation of Not Applicable
Yield Quotations of
Money Market Fund

Item 23. Financial Statements Financial Statements

<PAGE>

PROSPECTUS

Buffalo Balanced Fund, Inc.
Buffalo Equity Fund, Inc.
Buffalo High Yield Fund, Inc.
Buffalo USA Global Fund, Inc.

July 31, 1996

Managed and Distributed By:
Jones & Babson, Inc.
2440 Pershing Road, Suite G-15
Kansas City, Missouri 64108

Toll-Free:
1-800-49-BUFFALO
(1-800-492-8332)

Investment Counsel:
Kornitzer Capital Management, Inc.
Shawnee Mission, Kansas

Investment Objectives

Buffalo Balanced Fund seeks both long-term capital growth and
high current income. Long-term capital growth is intended to
be achieved primarily by the Fund's investment in common
stocks and secondarily by the Fund's investment in convertible
bonds and convertible preferred stocks. High current income is
intended to be achieved by the Fund's investment in corporate
bonds, government bonds, convertible bonds, preferred stocks
and convertible preferred stocks.

This Fund will invest up to 75% of its assets in lower rated
bonds, commonly known as "junk bonds," that entail greater
risks including default risks, than those found in higher
rated securities. Investors should carefully consider these
risks before investing.

Buffalo Equity Fund seeks long-term capital appreciation.
Long-term capital appreciation is intended to be achieved
primarily by the Fund's investment in common stocks.
Realization of dividend income is a secondary consideration to
the extent that it supplements the return on the Fund's
investments and investment in the dividend-producing
securities is consistent with achieving the Fund's objective
of long-term capital appreciation.

Buffalo High Yield Fund primarily seeks a high level of
current income and secondarily, capital growth. The Fund
invests primarily in a diversified portfolio of high-yielding
fixed income securities. The Fund will invest in debt
securities and preferred stock. The Fund may invest in any
fixed income securities, whether nonconvertible or convertible
without restriction.

This Fund will invest in a significant portion, up to 100% of
its assets, in lower rated bonds, commonly known as "junk
bonds," that entail greater risks including default risks,
than those found in higher rated securities. The Fund's fixed
income investments may consist totally of securities rated
below investment grade. Investors should carefully consider
these risks before investing. See "Investment Objectives and
Portfolio Management Policies," page __ ; "Risk Factors," page
__; "Investment Restrictions," page __ and "Fixed Income
Securities Described and Ratings," page __. Secondarily, the
Fund may invest up to 10% of the value of its total assets in
common stocks and other equity securities.

Buffalo USA Global Fund seeks capital growth. Capital growth
is intended to be achieved primarily by the Fund's investment
in common stocks of companies based in the United States that
receive greater than 40% of their revenues or pre-tax income
from international operations, measured as of the preceding
four completed quarters of business or the companies' most
recently completed fiscal year. At least 65% of the value of
the Fund's total assets must be invested in at least three
different countries. This diversification is achieved through
the international operations of United States-based companies
as described above. The Fund will invest in common stocks
considered by the manager to have above average potential for
appreciation; income is a secondary consideration. The Fund
will invest primarily in common stocks listed on the New York
Stock Exchange.

Purchase Information

Minimum Investment (each Fund selected)

Initial Purchase $ 2,500
Initial IRA and Uniform Transfers (Gifts)
to Minors Purchases $ 250
Subsequent Purchase:
By Mail $ 100
By Telephone or Wire $ 1,000
All Automatic Purchases $ 100

Shares are purchased and redeemed at net asset value. There
are no sales, redemption or Rule 12b-1 distribution charges.
If you need further information, please call the Fund at the
telephone number indicated.

Additional Information

This prospectus should be read and retained for future
reference. It contains the information that you should know
before you invest. A "Statement of Additional Information" of
the same date as this prospectus has been filed with the
Securities and Exchange Commission and is incorporated by
reference. Investors desiring additional information about the
Funds may obtain a copy without charge by writing or calling
the Fund.

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

Table of Contents

Page

Highlights
Fund Expenses
Financial Highlights
Investment Objectives and Portfolio Management Policies
Restricted Securities
Repurchase Agreements
Asset-Backed Securities
Risk Factors
Investment Restrictions
Performance Measures
How to Purchase Shares
Initial Investments
Investments Subsequent to Initial Investment
Telephone Investment Service
Automatic Monthly Investment Plan
How to Redeem Shares
Systematic Redemption Plan
How to Exchange Shares Between Buffalo and Babson Funds
How Share Price is Determined
Officers and Directors
Management and Investment Counsel
General Information and History
Dividends, Distributions and Their Taxation
Description of Securities Ratings
Shareholder Services
Shareholder Inquiries

Highlights For more
information on
this subject
see page ...
The Funds

The Buffalo Funds are a group of four open-end diversified
investment companies sponsored by Jones & Babson, Inc., for
which Kornitzer Capital Management, Inc. serves as investment
counsel. ........................................................

Buffalo Balanced Fund, Inc. was incorporated in Maryland on
January 25, 1994. ...............................................

Buffalo Equity Fund, Inc., Buffalo High Yield Fund, Inc. and
Buffalo USA Global Fund, Inc. were incorporated in Maryland on
November 23, 1994. ..............................................

Buffalo Balanced Fund, Inc., Buffalo Equity Fund, Inc.,
Buffalo High Yield Fund, Inc. and Buffalo USA Global Fund,
Inc. each offer one class of non-assessable common shares with
equal voting rights. ............................................

Buffalo Balanced Fund, Inc. seeks both long-term capital
growth and high current income. The Fund will invest in a
diversified array of common stocks, preferred stocks,
convertible bonds, convertible preferred stocks, corporate
bonds and government bonds. .....................................

Buffalo Equity Fund, Inc. seeks long-term capital appreciation
by investment in a broad array of common stocks, in terms of
companies and industries. .......................................

Buffalo High Yield Fund, Inc. primarily seeks a high level of
current income and secondarily, capital growth. The Fund
invests primarily in debt securities and may invest in
preferred stock. ................................................

Buffalo USA Global Fund, Inc. seeks capital growth by
investing in common stocks of companies based in the United
States that receive greater than 40% of their revenues or pre-
tax income from international operations. .......................

How to Invest

Fund shares can only be purchased directly from the Funds
through their manager and principal underwriter, Jones &
Babson, Inc. Because no sales charges are added to the price
of the shares, the full amount of any purchase is invested for
the benefit of the shareholder. The minimum initial purchase
is $2,500. Subsequent purchases must be at least $100,
except wire purchases which must be in the amount of $1,000
or more. ........................................................

Telephone Investment - You may make investments of $1,000 or
more by telephone if you have authorized such investments in
your application, or, subsequently, on a special authorization
form provided upon request. .....................................

Automatic Monthly Investment - You may elect to make monthly
investments in a constant dollar amount from your checking
account ($100 minimum). The Fund will draft your checking
account on the same day each month in the amount you authorize
in your application, or, subsequently, on a special
authorization form provided upon request. .......................

Highlights For more
information on
this subject
see page ...
Redemption

Shares of the Funds are redeemable at net asset value next
effective after receipt by the Fund of a shareholder's request
in good order. No redemption charge is made. ....................

Exchange Privilege with Other Buffalo or Babson Funds

Shareholders may transfer their investments without charge to
any other Buffalo or Babson Fund sponsored by Jones & Babson, Inc.
This exchange involves the liquidation of shares from one Fund and
a purchase of shares in the Fund to which the investment is
being transferred. This is a transaction which may or may not
be taxable depending on the shareholder's tax status. ...........

Automatic Exchange - You may exchange shares from your
account ($100 minimum) in any of the Buffalo or Babson Funds to an
identically registered account in any other Fund in the
Buffalo or Babson Group according to your instructions. Monthly
exchanges will be continued until all shares have been
exchanged or until you terminate the Automatic Exchange
authorization. A special authorization form will be provided
upon request. ...................................................

Management of the Funds

The Funds are managed by Jones & Babson, Inc. which employs
Kornitzer Capital Management, Inc. to assist in the investment
advisory function. ..............................................

The Management Fee Covers the Investment Advisory Fee and All
Other Normal Operating Costs

Jones & Babson, Inc., as manager, agrees to supply to the
Funds all normal services necessary for their functions as
open-end diversified investment companies, exclusive of taxes
and other charges of governments and their agencies (including
the cost of qualifying the Fund's shares for sale in any
jurisdiction), certain fees, dues, interest, brokerage
commissions and extraordinary costs, if any. For this it
charges the Funds a fee based on an annual rate of one percent
(1%) of average daily net assets from which Jones & Babson, Inc.
pays Kornitzer Capital Management, Inc. an investment counsel
fee of 50/100 of 1% (.50%) of average daily net assets. .........

Although these fees are higher than the fees of most other
advisers whose charges cover only investment advisory services
with all remaining operational expenses absorbed directly by
the Fund, Jones & Babson's charges compare favorably with
other advisers when all expenses to Fund shareholders are
taken into account. .............................................

Highlights For more
information on
this subject
see page ...
Dividend Policies

Buffalo Balanced Fund, Inc. and Buffalo High Yield Fund, Inc.
will pay substantially all of their net investment income
quarterly, usually in March, June, September and December. It
is contemplated that distributions from capital gains, if any,
will be declared annually on or before December 31 for Buffalo
Balanced Fund, Inc. Distributions from capital gains, if any,
will be declared semiannually, usually in June and December
for Buffalo High Yield Fund, Inc. ...............................

Buffalo Equity Fund, Inc. and Buffalo USA Global Fund, Inc.
will pay dividends from net investment income and capital
gains semiannually, usually in June and December. ...............

Taxes

The Funds will distribute substantially all of their net
income each year in order to be exempt from federal income
tax. Dividend and capital gains distributions will be taxable
to each shareholder whether taken in cash or reinvested in
additional shares in accordance with the shareholder's tax
status. .........................................................

Risk Factors

For a discussion of risk factors applicable to repurchase
agreements. .....................................................

For a discussion of risk factors applicable to covered call
options. ........................................................

For a discussion of risk factors applicable to ADRs. ............

For a discussion of risk factors applicable to common stocks. ...

For a discussion of risk factors applicable to high yield high
risk debt securities. ...........................................

For a discussion of risk factors applicable to global
operations. .....................................................

Fund Expenses

The following information is provided in order to assist you
in understanding the various costs and expenses that a
shareholder of a Buffalo Fund will bear directly or
indirectly.

Buffalo Balanced Fund, Inc.

The expenses set forth below are based on the fiscal year ended
March 31, 1996.

Shareholder Transaction Expenses

Maximum sales load imposed on purchases None
Maximum sales load imposed on reinvested
dividends None
Deferred sales load None
Redemption fee None
Exchange fee None

Annual Fund Operation Expenses
(as a percentage of average net assets)

Management fees 1.00%
12b-l fees None
Other expenses .11%
Total Fund operating expenses 1.11%

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

1 Year 3 Year 5 Year 10 Year
$11 $35 $61 $135

Buffalo Equity Fund, Inc.

The expenses set forth below are based on the period from
May 19, 1995 (inception) to March 31, 1996.

Shareholder Transaction Expenses

Maximum sales load imposed on purchases None
Maximum sales load imposed on reinvested
dividends None
Deferred sales load None
Redemption fee None
Exchange fee None

Annual Fund Operation Expenses
(as a percentage of average net assets)

Management fees 1.00%
12b-l fees None
Other expenses .06%
Total Fund operating expenses 1.06%

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

1 Year 3 Year 5 Year 10 Year
$11 $34 $58 $129

Buffalo High Yield Fund, Inc.

The expenses set forth below are based on the period from
May 19, 1995 (inception) to March 31, 1996.

Shareholder Transaction Expenses

Maximum sales load imposed on purchases None
Maximum sales load imposed on reinvested
dividends None
Deferred sales load None
Redemption fee None
Exchange fee None

Annual Fund Operation Expenses
(as a percentage of average net assets)

Management fees 1.00%
12b-l fees None
Other expenses .03%
Total Fund operating expenses 1.03%

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

1 Year 3 Year 5 Year 10 Year
$11 $33 $57 $126

Buffalo USA Global Fund, Inc.

The expenses set forth below are based on the period from
May 19, 1995 (inception) to March 31, 1996.

Shareholder Transaction Expenses

Maximum sales load imposed on purchase None
Maximum sales load imposed on reinvested
dividends None
Deferred sales load None
Redemption fee None
Exchange fee None

Annual Fund Operation Expenses
(as a percentage of average net assets)

Management fees 1.00%
12b-l fees None
Other expenses .06%
Total Fund operating expenses 1.06%

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

1 Year 3 Year 5 Year 10 Year
$11 $34 $58 $129

The above information is provided in order to assist you in
understanding the various costs and expenses that a
shareholder of the Fund will bear directly or indirectly. The
above examples should not be considered a representation of
past or future expenses. Actual expenses may be greater or
less than those shown. The assumed 5% annual return is
hypothetical and should not be considered a representation of
past or future annual return. The actual return may be greater
or less than the assumed amount.

The purpose of the foregoing fee tables is to assist the
investor in understanding the various costs and expenses that
an investor in a Fund will bear directly or indirectly. The
various costs and expenses are explained in more detail in
this prospectus. Management fees are discussed in greater
detail under "Management and Investment Counsel."

Financial Highlights

Buffalo Balanced Fund, Inc.

The following financial highlights for the fiscal periods ended
March 31, 1996 and 1995, have been derived from audited financial
statements of Buffalo Balanced Fund, Inc. and should be read
in conjunction with the financial statements of the Fund and
the report of Ernst & Young LLP, independent public
auditors, appearing in the March 31, 1996 Annual Report to
Shareholders which is incorporated by reference in this
prospectus.

<TABLE>
<CAPTION>
August 12, 1994
(Inception Date)
1996 to March 31, 1995*
</CAPTION>
<S> <C> <C>
Net asset value, beginning of period $ 10.06 $ 10.07

Income from investment operations:

Net investment income .65 .32

Net gains or (losses) on securities
(both realized and unrealized) 1.07 (.03)

Total from investment operations 1.72 .29

Less distributions:

Dividends from net investment income (.68) (.30)

Distributions from capital gains (.40) -

Total distributions (1.08) (.30)

Net asset value, end of period $ 10.70 $ 10.06

Total return 17.87% 2.91%

Ratios/Supplemental Data

Net assets, end of year (in millions) $ 50 $ 38

Ratio of expenses to average net assets 1.11% 1.06%

Ratio of net investment income to average
net assets 6.27% 8.89%

Portfolio turnover rate 61% 33%

<FN>
<F1> *The Fund was capitalized on June 6, 1994 with $100,000,
representing 10,000 shares at a net asset value of $10.00 per
share.
Initial public offering was made on August 12, 1994, at which
time net asset value was $10.07 per share.

Ratios for this initial period of operations are annualized.

Total return is not annualized.
</FN>
</TABLE>

Buffalo Equity Fund, Inc.

The following financial highlights for the period from May 19,
1995 (inception) to March 31, 1996, have been derived from audited
financial statements of Buffalo Equity Fund, Inc. and should
be read in conjunction with the financial statements of the
Fund and the report of Ernst & Young LLP, independent public
auditors, appearing in the March 31, 1996 Annual Report to
Shareholders which is incorporated by reference in this
prospectus.

May 19, 1995
(Inception Date)
to March 31, 1996*

Net asset value, beginning of period $ 10.14

Income from investment operations:

Net investment income .21

Net gains or (losses) on securities
(both realized and unrealized) 2.72

Total from investment operations 2.93

Less distributions:

Dividends from net investment income (.20)

Distributions from capital gains (.51)

Total distributions (.71)

Net asset value, end of period $ 12.36

Total return 29.11%

Ratios/Supplemental Data

Net assets, end of year (in millions) $ 6

Ratio of expenses to average net assets 1.06%

Ratio of net investment income to average
net assets 2.55%

Portfolio turnover rate 63%

*Ratios for this initial period of operations are annualized.

Total return is not annualized.

Buffalo High Yield Fund, Inc.

The following financial highlights for the period from May 19,
1995 (inception) to March 31, 1996, have been derived from audited
financial statements of Buffalo High Yield Fund, Inc. and should
be read in conjunction with the financial statements of the
Fund and the report of Ernst & Young LLP, independent public
auditors, appearing in the March 31, 1996 Annual Report to
Shareholders which is incorporated by reference in this
prospectus.

May 19, 1995
(Inception Date)
to March 31, 1996*

Net asset value, beginning of period $ 10.14

Income from investment operations:

Net investment income .53

Net gains or (losses) on securities
(both realized and unrealized) 1.14

Total from investment operations 1.67

Less distributions:

Dividends from net investment income (.53)

Distributions from capital gains (.13)

Total distributions (.66)

Net asset value, end of period $ 11.15

Total return 16.67%

Ratios/Supplemental Data

Net assets, end of year (in millions) $ 7

Ratio of expenses to average net assets 1.03%

Ratio of net investment income to average
net assets 7.40%

Portfolio turnover rate 25%

*Ratios for this initial period of operations are annualized.

Total return is not annualized.

Buffalo USA Global Fund, Inc.

The following financial highlights for the period from May 19,
1995 (inception) to March 31, 1996, have been derived from audited
financial statements of Buffalo USA Global Fund, Inc. and should
be read in conjunction with the financial statements of the
Fund and the report of Ernst & Young LLP, independent public
auditors, appearing in the March 31, 1996 Annual Report to
Shareholders which is incorporated by reference in this
prospectus.

May 19, 1995
(Inception Date)
to March 31, 1996*

Net asset value, beginning of period $ 10.14

Income from investment operations:

Net investment income .15

Net gains or (losses) on securities
(both realized and unrealized) 1.61

Total from investment operations 1.76

Less distributions:

Dividends from net investment income (.15)

Distributions from capital gains (.39)

Total distributions (.54)

Net asset value, end of period $ 11.36

Total return 17.49%

Ratios/Supplemental Data

Net assets, end of year (in millions) $ 5

Ratio of expenses to average net assets 1.06%

Ratio of net investment income to average
net assets 1.94%

Portfolio turnover rate 123%

*Ratios for this initial period of operations are annualized.

Total return is not annualized.

Investment Objectives and Portfolio
Management Policies

Each Fund's objectives and policies as described in this
section will not be changed without approval of a majority of
the Fund's outstanding shares.

Buffalo Balanced Fund

Buffalo Balanced Fund seeks both long-term capital growth and
high current income. Long-term capital growth is intended to
be achieved primarily by the Fund's investment in common
stocks and secondarily by the Fund's investment in convertible
bonds and convertible preferred stocks. High current income is
intended to be achieved by the Fund's investment in corporate
bonds, government bonds, mortgage-backed securities,
convertible bonds, preferred stocks and convertible preferred
stocks.

Buffalo Balanced Fund will normally invest in a broad array of
securities, diversified not only in terms of companies and
industries, but also in terms of types of securities. The
types of securities include common stocks, preferred stocks,
convertible bonds, convertible preferred stocks, corporate
bonds and government bonds. It is expected that the majority
of common stocks purchased by the Fund will be large
capitalization companies with most, if not all, listed on the
New York Stock Exchange. Large capitalization stocks are
considered to be those with capitalization in excess of $1
billion.

It is not the manager's intention to make wide use of NASDAQ
traded, smaller capitalization common stocks. Smaller
capitalization stocks are considered to be those with
capitalization of less than $1 billion. The Fund may invest up
to 75% of its assets in corporate bonds, convertible bonds,
preferred stocks and convertible preferred stocks. The manager
expects that from time-to-time these securities may be rated
below investment grade (BBB) by the major rating agencies. The
manager believes this policy is justified given the manager's
view that these securities from time-to-time offer superior
value and the manager's experience and substantial in-house
credit research capabilities with higher yielding securities.

Securities rated Baa or higher by Moody's or BBB by Standard &
Poor's or higher are classified as investment grade
securities. Although securities rated Baa by Moody's and BBB
by Standard & Poor's have speculative characteristics, they
are considered to be investment grade. Such securities carry a
lower degree of risk than lower rated securities. (See "Risk
Factors Applicable to High Yielding High Risk Debt
Securities.")

Securities rated below Baa by Moody's or BBB by Standard &
Poor's are commonly known as junk bonds and are considered to
be high risk. Yields on such bonds will fluctuate over time,
and achievement of the Fund's investment objective may be more
dependent on the Fund's own credit analysis than is the case
for higher rated bonds. (See "Risk Factors Applicable to High
Yielding High Risk Debt Securities.")

The Fund may also invest in high-yielding, high-risk corporate
debt securities (so-called "junk bonds"). Up to 20% of the
Fund's assets may be invested in debt securities which are
rated less than B or unrated.

The Fund will not invest in securities that, at the time of
initial investment, are rated less than B by Moody's or
Standard & Poor's. Securities that are subsequently downgraded
in quality below B may continue to be held by the Fund, and
will be sold only if the Fund's adviser believes it would be
advantageous to do so. In addition, the credit quality of
unrated securities purchased by the Fund must be, in the
opinion of the Fund's adviser, at least equivalent to a B
rating by Moody's or Standard & Poor's.

Securities rated less than Baa by Moody's or BBB by Standard &
Poor's are classified as non-investment grade securities. Such
securities carry a high degree of risk and are considered
speculative by the major credit rating agencies. (See "Risk
Factors Applicable to High Yielding Debt Securities.")

The Fund is authorized to write (i.e. sell) covered call
options on the securities in which it may invest and to enter
into closing purchase transactions with respect to certain of
such options. A covered call option is an option where the
Fund in return for a premium gives another party a right to
buy specified securities owned by the Fund at a specified
future date and price set at the time of the contract. (See
"Risk Factors Applicable to Covered Call Options.")

Covered call options serve as a partial hedge against the
price of the underlying security declining.

Investments in money market securities shall include
government securities, commercial paper, bank certificates of
deposit and repurchase agreements collateralized by government
securities. Investment in commercial paper is restricted to
companies in the top two rating categories by Moody's and
Standard & Poor's.

The Fund may also invest in issues of the United States
treasury or a United States government agency subject to
repurchase agreements. The use of repurchase agreements by the
Fund involves certain risks. For a discussion of these risks,
see "Risk Factors Applicable to Repurchase Agreements."

There is no assurance that the Fund's objective of long-term
growth of capital and high current income can be achieved.
Portfolio turnover will be no more than is necessary to meet
the Fund's objective. Under normal circumstances, it is
anticipated that portfolio turnover for common stocks in the
Fund's portfolio will not exceed 100% on an annual basis, and
that portfolio turnover for other securities will not exceed
100% on an annual basis. Buffalo Balanced Fund's annualized
turnover for the period from August 12, 1994 (inception) to
March 31, 1995, was 33% and for the year ended March 31, 1996,
it was 61%. Commissions paid during the fiscal year ended
March 31, 1996, amounted to $30,108.

Buffalo Equity Fund

Buffalo Equity Fund seeks long-term capital appreciation.
Long-term capital appreciation is intended to be achieved
primarily by the Fund's investment in common stocks.
Realization of dividend income is a secondary consideration to
the extent that it supplements the return on the Funds
investments and investment in the dividend-producing
securities is consistent with achieving the Fund's objective
of long-term capital appreciation.

Buffalo Equity Fund will normally invest in a broad array of
common stocks, in terms of companies and industries. It is
expected that the majority of common stocks purchased in the
Fund will be large capitalization companies with most, if not
all, listed on the New York Stock Exchange. Large
capitalization stocks are considered to be those with
capitalization in excess of $1 billion.

The Fund may purchase foreign securities through dollar-
denominated American Depository Receipts (ADRs), which do not
involve the same direct currency and liquidity risks as
securities denominated in foreign currency and which are
issued by domestic banks and publicly traded in the United
States. The Fund does not intend to invest directly in foreign
securities or foreign currencies.

The Fund will invest at least 65% of its assets in common
stocks under normal circumstances. When, in the manager's
judgment, market conditions warrant substantial temporary
defensive investments in high-quality money market securities,
the Fund may do so.

Covered call options serve as a partial hedge against the
price of the underlying security declining.

There is no assurance that the Fund's objective of long-term
capital appreciation can be achieved. Portfolio turnover will
be no more than is necessary to meet the Fund's objective.
Under normal circumstances, it is anticipated that portfolio
turnover will not exceed 100% on an annual basis. Buffalo
Equity Fund's annualized turnover for the period from May 19,
1995 (inception) to March 31, 1996, was 63%. Commissions paid
during the same period amounted to $7,661.

Buffalo High Yield Fund

Buffalo High Yield Fund primarily seeks a high level of
current income and secondarily, capital growth. The Fund
invests primarily in a diversified portfolio of high-yielding
fixed income securities. High current income is intended to be
achieved by the Fund's investment in any fixed income
securities, without restriction, such as corporate bonds,
government bonds, convertible bonds, preferred stocks and
convertible preferred stocks. The Fund may not invest in
foreign government bonds. Capital growth is intended to be
achieved by the appreciation of fixed income and equity
investments held in the Fund.

The Fund may invest up to 100% of its assets in any fixed
income securities, including without limitation, corporate
bonds, convertible bonds, preferred stocks and convertible
preferred stocks. These securities may be rated below
investment grade (BB/Ba and B/B) by the major rating agencies
or, if unrated, are in the opinion of the manager of similar
quality. The manager believes this policy is justified given
the manager's view that these securities from time-to-time
offer superior value and given the manager's experience and
substantial in-house credit research capabilities with higher
yielding securities.

Securities rated Baa or higher by Moody's or BBB by Standard &
Poor's or higher are classified as investment grade
securities. Although securities rated Baa by Moody's and BBB
by Standard & Poor's have speculative characteristics, they
are considered to be "medium" investment grade. Such
securities carry a lower degree of risk than lower rated
securities.

Securities rated Baa and below by Moody's or BBB and below by
Standard & Poor's are commonly known as "junk bonds" and are
considered to be high risk. Yields on such bonds will
fluctuate over time, and achievement of the Fund's investment
objective may be more dependent on the Fund's own credit
analysis than is the case for higher rated bonds. (See "Risk
Factors Applicable to High Yielding High Risk Debt
Securities.")

Up to 20% of the Fund's assets may be invested in debt
securities which are rated less than B at the time of purchase
or if unrated are in the opinion of the manager of similar
quality. Securities rated B or higher at the time of purchase,
which are subsequently downgraded, will not be subject to this
limitation.

The lowest rating that may be held in the Fund is D, or that
of defaulted securities. (See "Risk Factors Applicable to High
Yielding High Risk Debt Securities.") The Fund will not
purchase obligations that are in default, but may hold in the
portfolio securities which go into default subsequently to
acquisition by the Fund.

The proportion of the Fund invested in each type of security
is expected to change over time in accordance with the
investment manager's interpretation of economic conditions and
underlying security values. However, it is expected that a
minimum of 65% of the Fund's total assets will always be
invested in fixed income securities and that a maximum of 10%
of its total assets will be invested in equity securities. The
Fund's flexible investment policy allows it to invest in
securities with varying maturities; however, it is anticipated
that the average maturity of securities acquired by the Fund
will not exceed 15 years. The average maturity of the Fund
will be generally ten years or less. The manager may look at
a number of factors in selecting securities for the Fund's
portfolio. These include the past, current and estimated
future: (1) financial strength of the issuer; (2) cash flow;
(3) management; (4) borrowing requirements; and (5)
responsiveness to changes in interest rates and business
conditions. Sometimes the manager may believe that a full or
partial temporary defensive position is desirable, due to
present or anticipated market or economic conditions. To
achieve a defensive posture, the manager may take any one or
more of the following steps with respect to assets in the
Fund's portfolio: (1) shortening the average maturity of the
Fund's debt portfolio; (2) holding cash or cash equivalents;
and (3) emphasizing high-grade debt securities. Taking a
defensive posture as described above may involve a reduction
in the yield on the Fund's portfolio.

Under normal circumstances, the Fund may invest up to 20%
of its assets in securities rated AAA/Aaa, AA/Aa and A/A,
or unrated securities of comparable quality; 90% of its
assets in securities rated BBB/Baa, BB/Ba and B/B, or
unrated securities of comparable quality; and 20% of its
assets in securities rated CCC/Caa; CC/Ca; and D/D, or
unrated securities of comparable quality.

The following table shows the percentage of the Fund's
assets invested in securities assigned to the various
rating categories by Moody's and Standard & Poor's and in
unrated securities determined by the Investment Counsel
to the Fund to be of comparable quality.

Unrated
Securities
Rated of Comparable
Securities as a Quality as a
percentage of percentage of
Rating Fund's assets Fund's assets

BBB/Baa 5.3
BB/Ba 4.4
B/B 71.1 9.0
CCC/Caa 10.2

Covered call options serve as a partial hedge against the
price of the underlying security declining.

The Fund may also invest in issues of the United States
treasury or a United States government agency subject to
repurchase agreements. The use of repurchase agreements by the
Fund involves certain risks, see "Risk Factors Applicable to
Repurchase Agreements."

There is no assurance that the Fund's objective of a high
level of current income and secondarily capital growth can be
achieved. Portfolio turnover will be no more than is necessary
to meet the Fund's objective. Under normal circumstances, it
is anticipated that portfolio turnover will not exceed 100% on
an annual basis. Buffalo High Yield Fund's annualized turnover
for the period from May 19, 1995 (inception) to March 31, 1996,
was 25%. Commissions paid during the same period amounted to
$650.

Buffalo USA Global Fund

Buffalo USA Global Fund seeks capital growth. Capital growth
is intended to be achieved primarily by the Fund's investment
in common stocks of companies based in the United States that
receive greater than 40% of their revenues or pre-tax income
from international operations, measured as of the preceding
four completed quarters of business or the respective
company's most recently completed fiscal year. At least 65% of
the value of the Fund's total assets must be invested in at
least three different countries. This diversification is
achieved through the international operations of United States
- - based companies as described above. The Fund will invest in
common stocks considered by the manager to have above average
potential for appreciation; income is a secondary
consideration. Under normal circumstances, the Fund will
invest in a majority of its assets in common stocks listed on
the New York Stock Exchange.

The Fund's manager believes that the investment policies of
the Fund reduce or eliminate several risks associated with
direct investment in foreign securities. Trading costs are
usually higher in foreign countries because commission rates
are generally fixed rather than negotiated, as in the United
States Liquidity risk is generally lowered because trading volumes
are typically higher on United States exchanges. Many foreign stock
exchanges require extended clearance and settlement periods,
which can impair a manager from implementing specific
investment policies. Finally, there is generally less
enforcement of security laws and supervision of developing
country stock exchanges.

When, in the manager's judgment, market conditions warrant
substantial temporary defensive investments in high quality
money market securities, the Fund may do so.

The Fund is authorized to write (i.e. sell) covered call
options on the securities in which it may invest and to enter
into closing purchased transactions with respect to certain of
such options. A covered call option is an option where the
Fund in return for a premium gives another party a right to
buy specified securities owned by the Fund at a specified
future date and price set at the time of the contract. (See
"Risk Factors Applicable to Covered Call Options.")

Covered call options serve as a partial hedge against the
price of the underlying security declining.

There is no assurance that the Fund's objective of capital
growth can be achieved. Portfolio turnover will be no more
than is necessary to meet the Fund's objective. Under normal
circumstances, it is anticipated that portfolio turnover for
the Fund will not exceed 100% on an annual basis. Buffalo USA
Global Fund's annualized turnover for the period from May 19,
1995 (inception) to March 31, 1996, was 123%. Commissions
paid during the same period amounted to $8,644.

Restricted Securities

Each Fund may purchase restricted securities that are not registered
for sale to the general public but which are eligible for resale to
qualified institutional investors under rule 144A of the Securities
Act of 1933. Under the supervision of the Fund's Board of Directors,
the Investment Counsel determines the liquidity of such investments by
considering all relevant factors. Provided that a dealer or institu-
tional trading market in such securities exists, these restricted
securities are not treated as illiquid securities for purposes of a
Fund's investment limitations. Certain restrictions applicable to
each Fund limit their investment in securities that are illiquid by
virtue of the absence of a readily available market or because of
legal or contractual restrictions on resale to no more than 10% of
each Fund's net assets. The prices realized from the sales of
these securities could be less than those originally paid by the Fund
or less than what may be considered the fair value of such securities.

Repurchase Agreements

A repurchase agreement involves the sale of securities to the
Fund with the concurrent agreement by the seller to repurchase
the securities at the Fund's cost plus interest at an agreed
rate upon demand or within a specified time, thereby
determining the yield during the purchaser's period of
ownership. The result is a fixed rate of return insulated from
market fluctuations during such period. Under the Investment
Company Act of 1940, repurchase agreements are considered
loans by a Fund.

The Funds will enter into such repurchase agreements only with
United States banks having assets in excess of $1 billion
which are members of the Federal Deposit Insurance
Corporation, and with certain securities dealers who meet the
qualifications set from time to time by the Board of
Directors. The term to maturity of a repurchase agreement
normally will be no longer than a few days. Repurchase
agreements maturing in more than seven days and other illiquid
securities will not exceed 10% of the total assets of any
Fund.

Asset-Backed Securities

The Buffalo High Yield Fund may invest in asset-backed
securities. Asset-backed securities are collateralized by
short maturity loans such as automobile receivables, credit
card receivables, other types of receivables or assets. Credit
support for asset-backed securities may be based on the
underlying assets and/or provided through credit enhancements
by a third party. Credit enhancement techniques include
letters of credit, insurance bonds, limited guarantees (which
are generally provided by the issuer), senior-subordinated
structures and over-collateralization.

Risk Factors

Risk Factors Applicable to
Repurchase Agreements

The Funds may enter into repurchase agreements. The use of
repurchase agreements involves certain risks. For example, if
the seller of the agreement defaults on its obligation to
repurchase the underlying securities at a time when the value
of these securities has declined, a Fund may incur a loss upon
disposition of them. If the seller of the agreement becomes
insolvent and subject to liquidation or reorganization under
the Bankruptcy Code or other laws, disposition of the
underlying securities may be delayed pending court
proceedings. Finally, it is possible that a Fund may not be
able to perfect its interest in the underlying securities.
While the Fund management acknowledges these risks, it is
expected that they can be controlled through stringent
security selection criteria and careful monitoring procedures.

Risk Factors Applicable to
Covered Call Options

Each of the Buffalo Funds may engage in covered call option
transactions as described herein. Up to 25% of a Fund's total
assets may be subject to covered call options. By writing
covered call options, the Fund gives up the opportunity, while
the option is in effect, to profit from any price increase in
the underlying security above the option exercise price. In
addition, a Fund's ability to sell the underlying security
will be limited while the option is in effect unless the Fund
effects a closing purchase transaction. A closing purchase
transaction cancels out a Fund's position as the writer of an
option by means of an offsetting purchase of an identical
option prior to the expiration of the option it has written.

Upon the termination of a Fund's obligation under a covered
call option other than through exercise of the option, the
Fund will realize a short-term capital gain or loss. Any gain
realized by a Fund from the exercise of an option will be
short- or long-term depending on the period for which the
stock was held. The writing of covered call options creates a
straddle that is potentially subject to the straddle rules,
which may override some of the foregoing rules and result in a
deferral of some losses for tax purposes.

Risk Factors Applicable to ADRs

Up to 25% of Buffalo Equity Fund's total assets may be
invested in ADRs. ADRs (sponsored or unsponsored) are receipts
typically issued by a U.S. bank or trust company evidencing
ownership of the underlying foreign securities. Most ADRs are
traded on a U.S. stock exchange. Issuers of unsponsored ADRs
are not contractually obligated to disclose material
information in the U.S. and, therefore, there may not be a
correlation between such information and the market value of
the unsponsored ADR.

Risk Factors Applicable to Common Stocks

Buffalo Equity Fund, Buffalo Balanced Fund and Buffalo USA
Global Fund invest in common stocks. Buffalo High Yield Fund
may invest up to 10% of it assets in common stocks. The Funds
are subject to market risk and fund risk. Market risk is the
possibility that stock prices in general will decline over
short or even extended periods of time. Stock markets tend to
be cyclical, with periods when stock prices generally rise and
periods when stock prices generally decline. Fund risk is the
possibility that a Fund's performance during a specific period
may not meet or exceed that of the stock market as a whole.

Risk Factors Applicable to High Yielding
High Risk Debt Securities

Buffalo Balanced Fund and Buffalo High Yield Fund invest in
high-yielding, high-risk debt securities. Lower rated bonds
involve a higher degree of credit risk, the risk that the
issuer will not make interest or principal payments when due.
In the event of an unanticipated default, a Fund would
experience a reduction in its income, and could expect a
decline in the market value of the securities so affected.
More careful analysis of the financial condition of each
issuer of lower grade securities is therefore necessary.
During an economic downturn or substantial period of rising
interest rates, highly leveraged issuers may experience
financial stress which would adversely affect their ability to
service their principal and interest payment obligations, to
meet projected business goals and to obtain additional
financing.

The market prices of lower grade securities are generally less
sensitive to interest rate changes than higher rated
investments, but more sensitive to adverse economic or
political changes or, in the case of corporate issuers,
individual corporate developments. Periods of economic or
political uncertainty and change can be expected to result in
volatility of prices of these securities. Since the last major
economic recession, there has been a substantial increase in
the use of high-yield debt securities to fund highly leveraged
corporate acquisitions and restructurings, so past experience
with high-yield securities in a prolonged economic downturn
may not provide an accurate indication of future performance
during such periods. Lower rated securities also may have less
liquid markets than higher rated securities, and their
liquidity as well as their value may be adversely affected by
adverse economic conditions. Adverse publicity and investor
perceptions, as well as new or proposed laws, may also have a
negative impact on the market for high-yield/high-risk bonds.

Credit quality of high-yield/high-risk securities (so-called
"junk bonds") can change suddenly and unexpectedly and even
recently issued credit ratings may not fully reflect the
actual risks posed by a particular high-yield/high-risk
security. For these reasons, it is the Funds' policy not to
rely primarily on ratings issued by established credit rating
agencies, but to utilize such ratings in conjunction with the
investment adviser's own independent and ongoing review of
credit quality. As a mutual fund investing in fixed income
securities, each of the Funds is subject primarily to interest
rate, income and credit risk. Interest rate risk is the
potential for a decline in bond prices due to rising interest
rates. In general, bond prices vary inversely with interest
rates. When interest rates rise, bond prices generally fall.
Conversely, when interest rates fall, bond prices generally
rise. The change in price depends in several factors,
including the bond's maturity date. In general, bonds with
longer maturities are more sensitive to interest rates than
bonds with shorter maturities.

The Funds are also subject to income risk which is the
potential for a decline in the respective Fund's income due to
falling market interest rates.

In addition to interest rate and income risks, each Fund is
subject to credit risk. Credit risk, also known as default
risk, is the possibility that a bond issuer will fail to make
timely payments of interest or principal to a Fund. The credit
risk of a Fund depends on the quality of its investments.
Reflecting their higher risks, lower-quality bonds generally
offer higher yields (all other factors being equal). Ratings
of debt securities are defined under the caption "Fixed Income
Securities Described and Ratings."

Risk Factors Applicable to Global Operations

The risks to which the U.S. companies in which Buffalo USA
Global Fund plans to invest are exposed and, consequently, the
concurrent risks experienced by the Fund as a result of
investing in such companies include: the risk of fluctuations
in the value of foreign currencies; adverse political and
economic developments; and the possibility of expropriation,
nationalization or confiscatory taxation or limitations on the
removal of funds or other assets. The performance of foreign
currencies relative to the U.S. dollar and the relative
strength of the U.S. dollar may be important factors in the
performance of the Fund.

Investment Restrictions

In addition to the policies set forth under the caption
"Investment Objectives and Portfolio Management Policies," the
Funds are subject to certain other restrictions which may not
be changed without approval of the lesser of: (1) at least
67% of the voting securities present at a meeting if the
holders of more than 50% of the outstanding securities of the
Fund are present or represented by proxy, or (2) more than 50%
of the outstanding voting securities of the Fund. Among these
restrictions, the more important ones are that the Fund will
not purchase the securities of any issuer if more than 5% of
the Fund's total assets would be invested in the securities of
such issuer, or the Fund would hold more than 10% of any class
of securities of such issuer; the Fund will not make any loan
(the purchase of a security subject to a repurchase agreement
or the purchase of a portion of an issue of publicly
distributed debt securities is not considered the making of a
loan); and the Fund will not borrow or pledge its credit under
normal circumstances, except up to 10% of its total assets
(computed at the lower of fair market value or cost)
temporarily for emergency or extraordinary purposes, and not
for the purpose of leveraging its investments; and provided
further that any borrowings shall have asset coverage of at
least 3 to 1. The Fund will not buy securities while
borrowings are outstanding. The full text of these
restrictions are set forth in the "Statement of Additional
Information."

Performance Measures

From time to time, each of the Funds may advertise its
performance in various ways, as summarized below. Further
discussion of these matters also appears in the "Statement of
Additional Information." A discussion of Buffalo Balanced
Fund, Buffalo Equity Fund, Buffalo High Yield Fund and Buffalo
USA Global Fund performance is included in the Fund's
Annual Report to Shareholders which is available from the
Fund upon request at no charge.

Yield

The Buffalo Balanced Fund and the Buffalo High Yield Fund may
advertise a yield figure derived by dividing the Fund's net
investment income per share during a 30-day base period by the per
share price on the last day of the base period.

Total Return

The Funds may advertise "average annual total return" over
various periods of time. Such total return figures show the
average percentage change in value of an investment in the
respective Fund from the beginning date of the measuring
period to the end of the measuring period. These figures
reflect changes in the price of the Fund's shares and assume
that any income dividends and/or capital gains distributions
made by the respective Fund during the period were reinvested
in shares of the Fund. Figures will be given for recent one-,
five- and ten-year periods (if applicable), and may be given
for other periods as well (such as from commencement of the
Fund's operations, or on a year-by-year basis). When
considering "average" total return figures for periods longer
than one year, it is important to note that a Fund's annual
total return for any one year in the period might have been
greater or less than the average for the entire period.

Performance Comparisons

In advertisements or in reports to shareholders, each of the
Funds may compare its performance to that of other mutual
funds with similar investment objectives and to stock or other
relevant indices. For example, the Buffalo Funds may compare
their performance to rankings prepared by Lipper Analytical
Services, Inc. (Lipper), a widely recognized independent
service which monitors the performance of mutual funds.
Buffalo Balanced Fund, Buffalo Equity Fund, Buffalo High Yield
Fund and Buffalo USA Global Fund may compare their performance to
the Standard & Poor's 500 Stock Index (S&P 500), an index of
unmanaged groups of common stocks, the Dow Jones Industrial Average,
a recognized unmanaged index of common stocks of 30 industrial
companies listed on the NYSE, or the Consumer Price Index.
Buffalo High Yield Fund may compare its performance to the
Shearson/Lehman Government/ Corporate Index, an unmanaged
index of government and corporate bonds, or the Consumer Price
Index. Performance information, rankings, ratings, published
editorial comments and listings as reported in national
financial publications such as Kiplinger's Personal Finance
Magazine, Business Week, Morningstar Mutual Funds, Investor's
Business Daily, Institutional Investor, The Wall Street
Journal, Mutual Fund Forecaster, No-Load Investor, Money,
Forbes, Fortune and Barron's may also be used in comparing
performance of the Funds. Performance comparisons should not
be considered as representative of the future performance of
any Fund. Further information regarding the performance of the
Buffalo Funds is contained in the "Statement of Additional
Information."

Performance rankings, recommendations, published editorial
comments and listings reported in Money, Barron's, Kiplinger's
Personal Finance Magazine, Financial World, Forbes, U.S. News
& World Report, Business Week, The Wall Street Journal,
Investors Business Daily, USA Today, Fortune and Stanger's,
may also be cited (if any of the Funds is listed in any such
publication) or used for comparison, as well as performance
listings and rankings from Morningstar Mutual Funds, Personal
Finance, Income and Safety, The Mutual Fund Letter, No-Load
Fund Investor, United Mutual Fund Selector, No-Load Fund
Analyst, No-Load Fund X, Louis Rukeyeser's Wall Street
newsletter, Donoghue's Money Letter, CDA Investment
Technologies, Inc., Wiesenberger Investment Company Service
and Donoghue's Mutual Fund Almanac.

How to Purchase Shares

You must specify the Fund in which you desire to invest on
your application form. Failure to do so will result in the
application and your check or bank wire being returned to you.

Shares are purchased at net asset value (no sales charge) from
the Fund through its agent, Jones & Babson, Inc., 2440 Pershing
Road, Suite G-15, Kansas City, MO 64108. For information call
toll free 1-800-49-BUFFALO (1-800-492-8322). If an investor wishes
to engage the services of any other broker to purchase (or redeem)
shares of the Fund, a fee may be charged by such broker. The Fund
will not be responsible for the consequences of delays including
delays in the banking or Federal Reserve wire systems.

You do not pay a sales commission when you buy shares of the
Funds. Shares are purchased at the Fund's net asset value
(price) per share next effective after a purchase order and
payment have been received by the Fund. In the case of certain
institutions which have made satisfactory payment arrangements
with a Fund, orders may be processed at the net asset value
per share next effective after a purchase order has been
received by the Fund.

The Funds reserve the right in their sole discretion to
withdraw all or any part of the offerings made by this
prospectus or to reject purchase orders when, in the judgment
of management, such withdrawal or rejection is in the best
interest of a Fund and its shareholders. The Funds also
reserve the right at any time to waive or increase the minimum
requirements applicable to initial or subsequent investments
with respect to any person or class of persons, which include
shareholders of the Funds' special investment programs. The
Funds reserve the right to refuse to accept orders for Fund
shares unless accompanied by payment, except when a
responsible person has indemnified the Fund against losses
resulting from the failure of investors to make payment. In
the event that a Fund sustains a loss as the result of failure
by a purchaser to make payment, the Funds' underwriter, Jones
& Babson, Inc. will cover the loss.

Initial Investments

Initial investments - By mail. You may open an account and
make an investment by completing and signing the application
which accompanies this prospectus. Make your check ($2,500
minimum unless your purchase is pursuant to an IRA or the
Uniform Transfers (Gifts) to Minors Act in which case the
minimum initial purchase is $250) payable to UMB Bank, n.a.
Mail your application and check to:

The Buffalo Fund Group
2440 Pershing Road, Suite G-15
Kansas City, Missouri 64108

Initial investments - By wire. You may purchase shares of a
Fund by wiring funds ($2,500 minimum) through the Federal
Reserve Bank to the custodian, UMB Bank, n.a. Prior to sending
your money, you must call the Fund toll free 1-800-49-BUFFALO
(1-800-492-8322) and provide it with the identity of the
registered account owner, the registered address, the Social
Security or Taxpayer Identification Number of the registered
owner, the amount being wired, the name and telephone number
of the wiring bank and the person to be contacted in
connection with the order. You will then be provided a Fund
account number, after which you should instruct your bank to
wire the specified amount, along with the account number and
the account registration to:

UMB Bank, n.a.
Kansas City, Missouri, ABA #101000695
For:
Buffalo Balanced Fund, Inc./AC= 987059-5095
Buffalo Equity Fund, Inc./AC= 987071-5880
Buffalo High Yield Fund, Inc./AC= 987071-5899
Buffalo USA Global Fund, Inc./AC= 987071-5902
(As appropriate)

For Account No. (insert assigned Fund account number and name
in which account is registered.)

A completed application must be sent to the Fund as soon as
possible so the necessary remaining information can be
recorded in your account. Payment of redemption proceeds will
be delayed until the completed application is received by the
Fund.

Investments Subsequent
to Initial Investment

You may add to your Fund account at any time in amounts of
$100 or more if purchases are made by mail, or $1,000 or more
if purchases are made by wire or telephone. Automatic monthly
investments must be in amounts of $100 or more.

Checks should be mailed to the Fund at its address, and make
them payable to UMB Bank, n.a. Always identify your account
number or include the detachable reminder stub which
accompanies each confirmation.

Wire share purchases should include your account registration,
your account number and the Buffalo Fund in which you are
purchasing shares. It also is advisable to notify the Fund by
telephone that you have sent a wire purchase order to the
bank.

Telephone Investment Service

To use the Telephone Investment Service, you must first
establish your Fund account and authorize telephone orders in
the application form, or, subsequently, on a special
authorization form provided upon request. If you elect the
Telephone Investment Service, you may purchase Fund shares by
telephone and authorize the Fund to draft your checking
account for the cost of the shares so purchased. You will
receive the next available price after the Fund has received
your telephone call. Availability and continuance of this
privilege is subject to acceptance and approval by the Fund
and all participating banks. During periods of increased
market activity, you may have difficulty reaching the Fund by
telephone, in which case you should contact the Fund by mail
or telegraph. The Fund will not be responsible for the
consequences of delays including delays in the banking or
Federal Reserve wire systems.

The Fund will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine, and if
such procedures are not followed, the Fund may be liable for
losses due to unauthorized or fraudulent instructions. Such
procedures may include, but are not limited to, requiring
personal identification prior to acting upon instructions
received by telephone, providing written confirmations of such
transactions, and/or tape recording of telephone instructions.

The Fund reserves the right to initiate a charge for this
service and to terminate or modify any or all of the
privileges in connection with this service at any time upon 15
days written notice to shareholders, and to terminate or
modify the privileges without prior notice in any
circumstances where such termination or modification is in the
best interest of the Fund and its investors.

Automatic Monthly Investment Plan

You may elect to make monthly investments in a constant dollar
amount from your checking account ($100 minimum). The Fund
will draft your checking account on the same day each month in
the amount you authorize in your application, or,
subsequently, on a special authorization form provided upon
request. Availability and continuance of this privilege is
subject to acceptance and approval by the Fund and all
participating banks. If the date selected falls on a day upon
which the Fund shares are not priced, investment will be made
on the first date thereafter upon which Fund shares are
priced. The Fund will not be responsible for the consequences
of delays including delays in the banking or Federal Reserve
wire systems.

The Funds reserve the right to initiate a charge for this
service and to terminate or modify any or all of the
privileges in connection with this service at any time upon 15
days written notice to shareholders, and to terminate or
modify the privileges without prior notice in any
circumstances where such termination or modification is in the
best interest of the Fund and its investors.

How to Redeem Shares

The Funds will redeem shares at the price (net asset value per
share) next computed after receipt of a redemption request in
"good order." (See "How Share Price is Determined.")

A written request for redemption, together with an endorsed
share certificate where a certificate has been issued, must be
received by the Fund in order to constitute a valid tender for
redemption. For authorization of redemptions by a corporation,
it will also be necessary to have an appropriate certified
copy of resolutions on file with the Fund before a redemption
request will be considered in "good order." In the case of
certain institutions which have made satisfactory redemption
arrangements with a Fund, redemption orders may be processed
by facsimile or telephone transmission at net asset value per
share next effective after receipt by the Fund. If an investor
wishes to engage the services of any other broker to redeem
(or purchase) shares of any Fund, a fee may be charged by such
broker.

To be in "good order" the request must include the following:

(1) A written redemption request or stock assignment (stock
power) containing the genuine signature of each registered
owner exactly as the shares are registered, with clear
identification of the account by registered name(s) and
account number and the number of shares or the dollar amount
to be redeemed;

(2) any outstanding stock certificates representing shares
to be redeemed;

(3) signature guarantees as required
(see Signature Guarantees); and

(4) any additional documentation which the Fund may deem
necessary to insure a genuine redemption.

Where additional documentation is normally required to support
redemptions as in the case of corporations, fiduciaries, and
others who hold shares in a representative or nominee capacity
such as certified copies of corporate resolutions, or
certificates of incumbency, or such other documentation as may
be required under the Uniform Commercial Code or other
applicable laws or regulations, it is the responsibility of
the shareholder to maintain such documentation on file and in
a current status. A failure to do so will delay the
redemption. If you have questions concerning redemption
requirements, please write or telephone the Fund well ahead of
an anticipated redemption in order to avoid any possible
delay.

Requests which are subject to special conditions or which
specify an effective date other than as provided herein cannot
be accepted. All redemption requests must be transmitted to
the Fund at Three Crown Center, 2440 Pershing Road, Suite G-
15, Kansas City, Missouri 64108. Each of the Funds will redeem
shares at the price (net asset value per share) next computed
after receipt of a redemption request in "good order." (See
"How Share Price is Determined.")

The Funds will endeavor to transmit redemption proceeds to the
proper party, as instructed, as soon as practicable after a
redemption request has been received in "good order" and
accepted, but in no event later than the third business day
thereafter. Transmissions are made by mail unless an expedited
method has been authorized and specified in the redemption
request. The Funds will not be responsible for the consequences of
delays including delays in the banking or Federal Reserve wire
systems.

Redemptions will not become effective until all documents in
the form required have been received. In the case of
redemption requests made within 15 days of the date of
purchase, the Fund will delay transmission of proceeds until
such time as it is certain that unconditional payment in
federal funds has been collected for the purchase of shares
being redeemed or 15 days from the date of purchase. You can
avoid the possibility of delay by paying for all of your
purchases with a transfer of federal funds.

Signature Guarantees are required in connection with all
redemptions by mail, or changes in share registration, except
as hereinafter provided. These requirements may be waived by a
Fund in certain instances where it appears reasonable to do so
and will not unduly affect the interests of other
shareholders. Signature(s) must be guaranteed by an "eligible
Guarantor institution" as defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934. Eligible guarantor
institutions include: (1) national or state banks, savings
associations, savings and loan associations, trust companies,
savings banks, industrial loan companies and credit unions;
(2) national securities exchanges, registered securities
associations and clearing agencies; or (3) securities
broker/dealers which are members of a national securities
exchange or clearing agency or which have a minimum net
capital of $100,000. A notarized signature will not be
sufficient for the request to be in proper form.

Signature guarantees will be waived for mail redemptions of
$10,000 or less, but they will be required if the checks are
to be payable to someone other than the registered owner(s),
or are to be mailed to an address different from the
registered address of the shareholder(s), or where there
appears to be a pattern of redemptions designed to circumvent
the signature guarantee requirement, or where a Fund has other
reason to believe that this requirement would be in the best
interests of the Fund and its shareholders.

The right of redemption may be suspended or the date of
payment postponed beyond the normal three-day period when the
New York Stock Exchange is closed or under emergency
circumstances as determined by the Securities and Exchange
Commission. Further, each of the Funds reserves the right to
redeem its shares in kind under certain circumstances. If
shares are redeemed in kind, the shareholder may incur
brokerage costs when converting into cash. Redemptions in-kind
must be in the form of readily marketable securities.
Additional details are set forth in the "Statement of
Additional Information."

Due to the high cost of maintaining smaller accounts, the
Board of Directors has authorized each of the Funds to close
shareholder accounts where their value falls below the current
minimum initial investment requirement at the time of initial
purchase as a result of redemptions and not as the result of
market action, and remains below this level for 60 days after
each such shareholder account is mailed a notice of: (1) the
Fund's intention to close the account, (2) the minimum account
size requirement, and (3) the date on which the account will
be closed if the minimum size requirement is not met. Since
the minimum investment amount and the minimum account size
are the same, any redemption from an account containing only
the minimum investment amount may result in redemption of
that account.

Systematic Redemption Plan

If you own shares in an open account valued at $10,000 or
more, and desire to make regular monthly or quarterly
withdrawals without the necessity and inconvenience of
executing a separate redemption request to initiate each
withdrawal, you may enter into a Systematic Withdrawal Plan by
completing forms obtainable from the Fund. For this service,
the manager may charge you a fee not to exceed $1.50 for each
withdrawal. Currently the manager assumes the additional
expenses arising out of this type of plan, but it reserves the
right to initiate such a charge at any time in the future when
it deems it necessary. If such a charge is imposed,
participants will be provided 30 days notice.

Subject to a $50 minimum, you may withdraw each period a
specified dollar amount. Shares also may be redeemed at a rate
calculated to exhaust the account at the end of a specified
period of time.

Dividends and capital gains distributions must be reinvested
in additional shares. Under all withdrawal programs,
liquidation of shares in excess of dividends and distributions
reinvested will diminish and may exhaust your account,
particularly during a period of declining share values.

You may revoke or change your plan or redeem all of your
remaining shares at any time. Withdrawal payments will be
continued until the shares are exhausted or until the Fund or
you terminate the plan by written notice to the other.

How to Exchange Shares
Between Buffalo and Babson Funds

Shareholders may exchange their Fund shares, which have been
held in open account for 30 days or more, and for which good
payment has been received, for identically registered shares
of any Fund in the Buffalo or Babson Fund Group which is legally
registered for sale in the state of residence of the investor,
except Babson Enterprise Fund, Inc., provided that the minimum
amount exchanged has a value of $1,000 or more and meets the
minimum investment requirement of the Fund into which it is exchanged.

Effective at the close of business on January 31, 1992, the Directors
of the Babson Enterprise Fund, Inc. took action to limit the offer-
ing of that Fund's shares. Babson Enterprise Fund, Inc. will not
accept any new accounts, including IRAs and other retirement plans,
until further notice, nor will Babson Enterprise Fund accept
transfers from shareholders of other Babson Funds, who were not
shareholders of record of Babson Enterprise Fund at the close of
business on January 31, 1992.

To authorize the Telephone/Telegraph Exchange Privilege, all
registered owners must sign the appropriate section on the
original application, or the Fund must receive a special
authorization form, provided upon request. During periods of
increased market activity, you may have difficulty reaching
the Fund by telephone, in which case you should contact the
Fund by mail or telegraph. The Fund reserves the right to
initiate a charge for this service and to terminate or modify
any or all of the privileges in connection with this service
at any time and without prior notice under any circumstances,
where continuance of these privileges would be detrimental to
the Fund or its shareholders, such as an emergency, or where
the volume of such activity threatens the ability of the Fund
to conduct business, or under any other circumstances, upon 60
days written notice to shareholders. The Fund will not be
responsible for the consequences of delays including delays in
the banking or Federal Reserve wire systems.

The Fund will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine, and if
such procedures are not followed, the Fund may be liable for
losses due to unauthorized or fraudulent instructions. Such
procedures may include, but are not limited to requiring
personal identification prior to acting upon instructions
received by telephone, providing written confirmations of such
transactions, and/or tape recording of telephone instructions.

Exchanges by mail may be accomplished by a written request
properly signed by all registered owners identifying the
account, the number of shares or dollar amount to be redeemed
for exchange, and the Buffalo Fund into which the account is
being transferred.

If you wish to exchange part or all of your shares in the Fund
for shares of a Fund in the Buffalo or Babson Fund Group, you should
review the prospectus of the Fund to be purchased, which can
be obtained from Jones & Babson, Inc. Any such exchange will
be based on the respective net asset values of the shares
involved. Any exchange between Funds involves the sale of an
asset. Unless the shareholder account is tax-deferred, this is
a taxable event.

How Share Price is Determined

In order to determine the price at which new shares will be
sold and at which issued shares presented for redemption will
be liquidated, the net asset value per share of each Fund is
computed once daily, Monday through Friday, at the specific
time during the day that the Board of Directors sets at least
annually, except on days on which changes in the value of
portfolio securities will not materially affect the net asset
value, or days during which no security is tendered for
redemption and no order to purchase or sell such security is
received by a Fund, or customary holidays. For a list of the
holidays during which the Funds are not open for business, see
"How Share Price is Determined" in the "Statement of
Additional Information."

The price at which new shares of a Fund will be sold and at
which issued shares presented for redemption will be
liquidated is computed once daily at 4:00 P.M. (Eastern Time),
except on those days when the Fund is not open for business.

The per share calculation is made by subtracting from each of
the Fund's total assets any liabilities and then dividing into
this amount the total outstanding shares as of the date of the
calculation. Each security listed on an exchange is valued at
its last sale price on that exchange on the date as of which
assets are valued. Where the security is listed on more than
one exchange, each of the Funds will use the price of that
exchange which it generally considers to be the principal
Exchange on which the security is traded. Lacking sales, the
security is valued at the mean between the current closing bid
and asked prices. An unlisted security for which over-the-
counter market quotations are readily available is valued at
the mean between the last current bid and asked prices. When
market quotations are not readily available, any security or
other asset is valued at its fair value as determined in good
faith by the Board of Directors.

Officers and Directors

The officers of the Funds manage its day-to-day operations.
The Funds' manager and officers are subject to the supervision
and control of the respective Boards of Directors. A list of
the officers and directors of the Funds and a brief statement
of their present positions and principal occupations during
the past five years is set forth in the "Statement of
Additional Information."

Management and Investment Counsel

Jones & Babson, Inc. was founded in 1960. It organized the
Funds in 1994, and acts as their manager and principal
underwriter. Pursuant to the current Management Agreement for
each of the Buffalo Funds, Jones & Babson, Inc. provides or
pays the cost of all management, supervisory and
administrative services required in the normal operation of
the Funds. This includes investment management and
supervision; fees of the custodian, independent auditors and
legal counsel; remuneration of officers, directors and other
personnel; rent; shareholder services, including the
maintenance of the shareholder accounting system and transfer
agency; and such other items as are incidental to corporate
administration.

Not considered normal operating expenses, and therefore
payable by the Funds, are taxes, interest, governmental
charges and fees, including registration of a Fund and its
shares with the Securities and Exchange Commission and the
Securities Departments of the various States, brokerage costs,
dues, and all extraordinary costs and expenses including but
not limited to legal and accounting fees incurred in
anticipation of or arising out of litigation or administrative
proceedings to which a Fund, its officers or directors may be
subject or a party thereto.

As a part of the Management Agreement, Jones & Babson, Inc.
employs at its own expense Kornitzer Capital Management, Inc.
as its investment counsel to assist in the investment advisory
function for the Funds. Kornitzer Capital Management, Inc. is
an independent investment counseling firm founded in 1989. It
serves a broad variety of individual, corporate and other
institutional clients by maintaining an extensive research and
analytical staff. It has an experienced investment analysis
and research staff which eliminates the need for Jones &
Babson, Inc. and the Fund to maintain an extensive duplicate
staff, with the consequent increase in the cost of investment
advisory service. The cost of the services of Kornitzer
Capital Management, Inc. is included in the fee of Jones &
Babson, Inc. The Management Agreement limits the liability of
the manager and its investment counsel, as well as their
officers, directors and personnel, to acts or omissions
involving willful malfeasance, bad faith, gross negligence, or
reckless disregard of their duties. The organizational
arrangements of the investment counsel require that all
investment decisions be made by committee, and no person is
primarily responsible for making recommendations to that
committee.

As compensation for all the foregoing services, the Funds pay
Jones & Babson, Inc. a fee at the annual rate of one percent
(1%) of average daily net assets from which Jones & Babson,
Inc. pays Kornitzer Capital Management, Inc. a fee of 50/100 of 1%
(.50%) of average daily net assets. The fees are computed
daily and paid semimonthly. The total expenses of Buffalo
Balanced Fund for the fiscal year ended March 31, 1996,
amounted to 1.11% of the Fund. Investment counsel fees of
$120,132 were paid to Kornitzer Capital Management. The total
expenses of Buffalo Equity Fund for the period from May 19,
1995 (inception) to March 31, 1996, amounted to 1.06%. Investment
counsel fees of $14,866 were paid to Kornitzer Capital Management.
The total expenses of Buffalo High Yield Fund for the period
from May 19, 1995 (inception) to March 31, 1996, amounted to
1.03%. Investment counsel fees of $18,630 were paid to
Kornitzer Capital Management. The total expenses of Buffalo
USA Global Fund for the period from May 19, 1995 (inception)
to March 31, 1996, amounted to 1.06%. Investment counsel fees
of $12,999 were paid to Kornitzer Capital Management.

The annual fee charged by Jones & Babson, Inc. is higher than
the fees of most other investment advisers whose charges cover
only investment advisory services with all remaining
operational expenses absorbed directly by the Fund, however,
it is anticipated that the total expenses of the Fund will
compare favorably with those of other mutual funds whose
advisers' fees cover only investment advisory services with
all remaining operational expenses absorbed by the Funds.

Certain officers and directors of the Fund are also officers
or directors or both of other Buffalo Funds, Jones & Babson,
Inc. or Kornitzer Capital Management, Inc.

Jones & Babson, Inc. is a wholly-owned subsidiary of Business
Men's Assurance Company of America, which is considered to be
a controlling person under the Investment Company Act of 1940.
Assicurazioni Generali S.p.A., an insurance organization
founded in 1831 based in Trieste, Italy, is considered to be a
controlling person and is the ultimate parent of Business
Men's Assurance Company of America. Mediobanca is a 5% owner
of Generali.

Kornitzer Capital Management, Inc. is a closely held
corporation and has limitations in the ownership of its stock
designed to maintain control in those who are active in
management. Owners of 5% or more of Kornitzer Capital
Management, Inc. are John C. Kornitzer, Kent W. Gasaway,
Willard R. Lynch, Thomas W. Laming and Susan Stack.

The current Management Agreements between the Funds and Jones
& Babson, Inc., which include the Investment Counsel
Agreements between Jones & Babson, Inc. and Kornitzer Capital
Management, Inc. will continue in effect until October 31,
1996. The Agreements will continue automatically for successive
annual periods ending each October 31 so long as such continuance
is specifically approved at least annually by the Board of Directors
of the respective Fund or by the vote of a majority of the
outstanding voting securities of the respective Fund, and,
provided also that such continuance is approved by the vote of
a majority of the directors who are not parties to the
Agreements or interested persons of any such party at a
meeting held in person and called specifically for the purpose
of evaluating and voting on such approval. Both Agreements
provide that either party may terminate by giving the other 60
days written notice. The Agreements terminate automatically if
assigned by either party.

General Information and History

Buffalo Balanced Fund was incorporated in Maryland on January
25, 1994. Buffalo Equity Fund, Buffalo High Yield Fund and
Buffalo USA Global Fund were incorporated in Maryland on
November 23, 1994. Each of the Buffalo Funds has a present
authorized capitalization of 10,000,000 shares of $1 par value
common stock. All shares are of the same class with like
rights and privileges. Each full and fractional share, when
issued and outstanding, has: (1) equal voting rights with
respect to matters which affect the Fund; and (2) equal
dividend, distribution and redemption rights to the assets of
the Fund. Shares when issued are fully paid and non-
assessable. The Funds may create other series of stock but
will not issue any senior securities. Shareholders do not have
pre-emptive or conversion rights.

Non-cumulative voting - These shares have non-cumulative
voting rights, which means that the holders of more than 50%
of the shares voting for the election of directors can elect
100% of the directors, if they choose to do so, and in such
event, the holders of the remaining less than 50% of the
shares voting will not be able to elect any directors.

The Maryland Statutes permit registered investment companies,
such as the Funds, to operate without an annual meeting of
shareholders under specified circumstances if an annual
meeting is not required by the Investment Company Act of 1940.
There are procedures whereby the shareholders may remove
directors. These procedures are described in the "Statement of
Additional Information" under the caption "Officers and
Directors." The Funds have adopted the appropriate provisions
in its By-Laws and may not, at its discretion, hold annual
meetings of shareholders for the following purposes unless
required to do so: (1) election of directors; (2) approval of
any investment advisory agreement; (3) ratification of the
selection of independent auditors; and (4) approval of a
distribution plan. As a result, the Funds do not intend to
hold annual meetings.

The Funds may use the name "Buffalo" in its name so long as
Kornitzer Capital Management, Inc. is continued as its
investment counsel. Complete details with respect to the use
of the name are set out in the Management Agreements between
the Funds and Jones & Babson, Inc.

This prospectus omits certain of the information contained in
the registration statement filed with the Securities and
Exchange Commission, Washington, D.C. These items may be
inspected at the offices of the Commission or obtained from
the Commission upon payment of the fee prescribed.

In the opinion of the staff of the Securities and Exchange
Commission, the use of this combined Prospectus may possibly
subject all Funds to a certain amount of liability for any
losses arising out of any statement or omission in this
Prospectus regarding a particular Fund. In the opinion of the
Funds' management, however, the risk of such liability is not
materially increased by the use of a combined Prospectus.

Dividends, Distributions
and Their Taxation

Buffalo Balanced Fund and Buffalo High Yield Fund pay
dividends from net investment income quarterly, usually in
March, June, September and December. Distribution from capital
gains realized on the sale of securities, if any, will be
declared by Buffalo Balanced Fund annually on or before
December 31 and by Buffalo High Yield Fund semiannually,
usually in June and December. The Buffalo Equity Fund and
Buffalo USA Global Fund pay dividends from net investment
income and capital gains semiannually, usually in June and
December. Dividend and capital gains distributions will be
reinvested automatically in additional shares at the net asset
value per share next computed and effective at the close of
business on the day after the record date, unless the
shareholder has elected on the original application, or by
written instructions filed with the Fund, to have them paid in
cash.

The Funds intend to qualify for taxation as a "regulated
investment company" under the Internal Revenue Code so that
the Fund will not be subject to federal income tax to the
extent that it distributes its income to its shareholders.
Dividends, either in cash or reinvested in shares, paid by a
Fund from net investment income will be taxable to
shareholders as ordinary income, and will generally qualify in
part for the 70% dividends-received deduction for
corporations. The portion of the dividends so qualified
depends on the aggregate taxable qualifying dividend income
received by a Fund from domestic (U.S.) sources. The Funds
will send to shareholders a statement each year advising the
amount of the dividend income which qualifies for such
treatment.

Whether paid in cash or additional shares of a Fund, and
regardless of the length of time Fund shares have been owned
by the shareholder, distributions from long-term capital gains
are taxable to shareholders as such, but are not eligible for
the dividends-received deduction for corporations.
Shareholders are notified annually by the Funds as to federal
tax status of dividends and distributions paid by the Fund.
Such dividends and distributions may also be subject to state
and local taxes.

Exchange and redemption of Fund shares are taxable events for
federal income tax purposes. Shareholders may also be subject
to state and municipal taxes on such exchanges and
redemptions. You should consult your tax adviser with respect
to the tax status of distributions from the Fund in your state
and locality.

The Funds intend to declare and pay dividends and capital
gains distributions so as to avoid imposition of the federal
excise tax. To do so, each Fund expects to distribute during
each calendar year an amount equal to: (1) 98% of its calendar
year ordinary income; (2) 98% of its capital gains net income
(the excess of short- and long-term capital gain over short-
and long-term capital loss) for the one-year period ending
each October 31; and (3) 100% of any undistributed ordinary or
capital gain net income from the prior calendar year.
Dividends declared in October, November or December and made
payable to shareholders of record in such a month are deemed
to have been paid by the Fund and received by shareholders on
December 31 of such year, so long as the dividends are
actually paid before February 1 of the following year.

To comply with IRS regulations, the Funds are required by
federal law to withhold 31% of reportable payments (which may
include dividends, capital gains distributions, and
redemptions) paid to shareholders who have not complied with
IRS regulations. In order to avoid this withholding
requirement, shareholders must certify on their Application,
or on a separate form supplied by the Fund, that their Social
Security or Taxpayer Identification Number provided is correct
and that they are not currently subject to backup withholding,
or that they are exempt from backup withholding.

The federal income tax status of all distributions will be
reported to shareholders each January as a part of the annual
statement of shareholder transactions. Shareholders not
subject to tax on their income will not be required to pay tax
on amounts distributed to them.

THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED HEREIN FOR
GENERAL INFORMATION ONLY. PROSPECTIVE INVESTORS SHOULD CONSULT
THEIR OWN TAX ADVISERS WITH RESPECT TO THE TAX CONSEQUENCES TO
THEM OF AN INVESTMENT IN THE FUNDS.

Description of Securities Ratings

Fixed Income Securities Described and Ratings

Description of Bond Ratings:

Standard & Poor's Corporation (S&P)

AAA - Highest Grade. These securities possess the ultimate
degree of protection as to principal and interest. Marketwise,
they move with interest rates, and hence provide the maximum
safety on all counts.

AA - High Grade. Generally, these bonds differ from AAA
issues only in a small degree. Here too, prices move with the
long-term money market.

A - Upper-medium Grade. They have considerable investment
strength, but are not entirely free from adverse effects of
changes in economic and trade conditions. Interest and
principal are regarded as safe. They predominately reflect
money rates in their market behavior but, to some extent, also
economic conditions.

BBB - Bonds rated BBB are regarded as having an adequate
capacity to pay principal and interest. Whereas they normally
exhibit protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay principal and interest for bonds in this
category than for bonds in the A category.

BB, B, CCC, CC - Bonds rated BB, B, CCC and CC are regarded,
on balance, as predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligations. BB indicates the
lowest degree of speculation and CC the highest degree of
speculation. While such bonds will likely have some quality
and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

Moody's Investors Service, Inc. (Moody's)

Aaa - Best Quality. These securities carry the smallest
degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large, or by
an exceptionally stable margin, and principal is secure. While
the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa - High Quality by All Standards. They are rated lower than
the best bonds because margins of protection may not be as
large as in Aaa securities, fluctuation of protective elements
may be of greater amplitude, or there may be other elements
present which make the long-term risks appear somewhat
greater.

A - Upper-medium Grade. Factors giving security to principal
and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment sometime
in the future.

Baa - Bonds which are rated Baa are considered as medium
grade obligations, i. e., they are neither highly protected
nor poorly secured. Interest payments and principal security
appear adequate for the present, but certain protective
elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have
speculative characteristics as well.

Ba - Bonds which are rated Ba are judged to have
predominantly speculative elements; their future cannot be
considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not
well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this
class.

B - Bonds which are rated B generally lack characteristics of
the desirable investment. Assurance of interest and principal
payments or maintenance of other terms of the contract over
any long period of time may be small.

Caa - Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of
danger with respect to principal or interest.

Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default
or have other marked shortcomings.

Shareholder Services

The Funds and their manager offer shareholders a broad variety
of services described throughout this Prospectus. In addition,
the following services are available:

Automatic Reinvestment - Dividends and capital gains
distributions may be reinvested automatically, or shareholders
may elect to have dividends paid in cash and capital gains
reinvested, or to have both paid in cash.

Telephone Investments - You may make investments of $1,000 or
more by telephone if you have authorized such investments in
your application, or, subsequently, on a special authorization
form provided upon request. See "Telephone Investment
Service."

Automatic Exchange - You may exchange shares from your
account ($100 minimum) in any of the Buffalo Funds to an
identically registered account in any other fund in the
Buffalo or Babson Group according to your instructions. Monthly
exchanges will be continued until all shares have been
exchanged or until you terminate the Automatic Exchange
authorization. A special authorization form will be provided
upon request.

Transfer of Ownership - A shareholder may transfer shares to
another shareholder account. The requirements which apply to
redemptions apply to transfers. A transfer to a new account
must meet initial investment requirements.

Systematic Redemption Plan - Shareholders who own shares in
open account valued at $10,000 or more may arrange to make
regular withdrawals without the necessity of executing a
separate redemption request to initiate each withdrawal.

Sub-Accounting - Keogh and corporate tax qualified retirement
plans, as well as certain other investors who must maintain
separate participant accounting records, may meet these needs
through services provided by the Fund's manager, Jones &
Babson, Inc. Investment minimums may be met by accumulating
the separate accounts of the group. Although there is
currently no charge for sub-accounting, the Fund and its
manager reserve the right to make reasonable charges for this
service.

Prototype Retirement Plans - Jones & Babson, Inc. offers a
defined contribution prototype plan - The Universal
Retirement Plan - which is suitable for all who are self-
employed, including sole proprietors, partnerships, and
corporations. The Universal Prototype includes both money
purchase pension and profit-sharing plan options.

Individual Retirement Accounts - Also available is an
Individual Retirement Account (IRA). The IRA uses the IRS
model form of plan and provides an excellent way to accumulate
a retirement fund which will earn tax-deferred dollars until
withdrawn. An IRA may also be used to defer taxes on certain
distributions from employer-sponsored retirement plans. You
may contribute up to $2,000 of compensation each year ($2,250
if a spousal IRA is established), some or all of which may be
deductible. Consult your tax adviser concerning the amount of
the tax deduction, if any.

Simplified Employee Pensions (SEPs) - The Jones & Babson IRA
may be used with IRS Form 5305 - SEP to establish a SEP-IRA,
to which the self-employed individual may contribute up to 15%
of net earned income or $30,000, whichever is less. A SEP-IRA
offers the employer the ability to make the same level of
deductible contributions as a Profit-Sharing Plan with greater
ease of administration, but less flexibility in plan coverage
of employees.

Shareholder Inquiries

Telephone inquiries may be made toll free to the Fund, 1-800-
49-BUFFALO (1-800-492-8332).

Shareholders may address written inquiries to the Funds at:

The Buffalo Group of Funds
2440 Pershing Road, Suite G-15
Kansas City, MO 64108

INVESTMENT COUNSEL
KORNITZER CAPITAL MANAGEMENT, INC.
Shawnee Mission, Kansas

INDEPENDENT AUDITORS
ERNST & YOUNG LLP
Kansas City, Missouri

LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG
Philadelphia, Pennsylvania

JOHN G. DYER
Kansas City, Missouri

CUSTODIAN
UMB BANK, n.a.
Kansas City, Missouri

TRANSFER AGENT
JONES & BABSON, INC.
Kansas City, Missouri

PART B

BUFFALO BALANCED FUND, INC.
BUFFALO EQUITY FUND, INC.
BUFFALO HIGH YIELD FUND, INC.
BUFFALO USA GLOBAL FUND, INC.

STATEMENT OF ADDITIONAL INFORMATION

July 31, 1996

This Statement is not a Prospectus but should be read in conjunction
with the Funds' current Prospectus dated July 31, 1996. To obtain
the Prospectus please call the Fund toll-free
1-800-49-BUFFALO (1-800-492-8332).

TABLE OF CONTENTS
Page
INVESTMENT OBJECTIVES AND POLICIES 2
PORTFOLIO TRANSACTIONS 2
INVESTMENT RESTRICTIONS 3
Buffalo Balanced Fund 3
Buffalo Equity Fund 4
Buffalo High Yield Fund 5
Buffalo USA Global Fund 6
PERFORMANCE MEASURES 7
TOTAL RETURN 7
HOW THE FUNDS' SHARES ARE DISTRIBUTED 8
HOW SHARE PURCHASES ARE HANDLED 8
REDEMPTION OF SHARES 9
SIGNATURE GUARANTEES 9
MANAGEMENT AND INVESTMENT COUNSEL 9
HOW SHARE PRICE IS DETERMINED 10
OFFICERS AND DIRECTORS 11
CUSTODIAN 13
INDEPENDENT AUDITORS 13
OTHER JONES & BABSON FUNDS 14
DESCRIPTION OF COMMERCIAL PAPER RATINGS 14
FINANCIAL STATEMENTS 15

<PAGE>

INVESTMENT OBJECTIVES
AND POLICIES

The following policies supplement the Fund's
investment objective and policies set forth in the
Prospectus.

PORTFOLIO TRANSACTIONS

Decisions to buy and sell securities for the
Funds are made by Jones & Babson, Inc.
pursuant to recommendations by Kornitzer
Capital Management, Inc. Officers of the Funds
and Jones & Babson, Inc. are generally
responsible for implementing or supervising
these decisions, including allocation of portfolio
brokerage and principal business as well as the
negotiation of commissions and/or the price of
the securities. In instances where securities are
purchased on a commission basis, the Funds will
seek competitive and reasonable commission
rates based on circumstances of the trade
involved and to the extent that they do not
detract from the quality of the execution.

The Funds, in purchasing and selling portfolio
securities, will seek the best available
combination of execution and overall price
(which shall include the cost of the transaction)
consistent with the circumstances which exist at
the time. The Funds do not intend to solicit
competitive bids on each transaction.

The Funds believe it is in their best interest
and that of their shareholders to have a stable
and continuous relationship with a diverse group
of financially strong and technically qualified
broker-dealers who will provide quality
executions at competitive rates. Broker-dealers
meeting these qualifications also will be selected
for their demonstrated loyalty to the respective
Fund, when acting on its behalf, as well as for
any research or other services provided to the
respective Fund. Substantially all of the portfolio
transactions are through brokerage firms which
are members of the New York Stock Exchange
because usually the most active market in the
size of the Funds' transactions and for the types
of securities predominant in the Funds'
respective portfolios is to be found there. When
buying securities in the over-the-counter market,
the Funds will select a broker who maintains a
primary market for the security unless it appears
that a better combination of price and execution
may be obtained elsewhere. The Funds
normally will not pay a higher commission rate
to broker-dealers providing benefits or services
to it than it would pay to broker-dealers who do
not provide it such benefits or services.
However, the Funds reserve the right to do so
within the principles set out in Section 28(e) of
the Securities Exchange Act of 1934 when it
appears that this would be in the best interests of
the shareholders.

No commitment is made to any broker or
dealer with regard to placing of orders for the
purchase or sale of Fund portfolio securities, and
no specific formula is used in placing such
business. Allocation is reviewed regularly by
both the Boards of Directors of the Funds and
Jones & Babson, Inc.

Since the Funds do not market their shares
through intermediary brokers or dealers, it is not
the Funds' practice to allocate brokerage or
principal business on the basis of sales of their
shares which may be made through such firms.
However, they may place portfolio orders with
qualified broker-dealers who recommend the
Funds to other clients, or who act as agent in the
purchase of the Funds' shares for their clients.

Research services furnished by broker-dealers
may be useful to the Funds' manager and its
investment counsel in serving other clients, as
well as the respective Funds. Conversely, the
Funds may benefit from research services
obtained by the manager or its investment
counsel from the placement of portfolio
brokerage of other clients.

When it appears to be in the best interest of
their shareholders, the Funds may join with
other clients of the manager and its investment
counsel in acquiring or disposing of a portfolio
holding. Securities acquired or proceeds
obtained will be equitably distributed among the
Funds and other clients participating in the
transaction. In some instances, this investment

2
<PAGE>

procedure may affect the price paid or received
by a Fund or the size of the position obtained by
a Fund.

INVESTMENT RESTRICTIONS

In addition to the investment objective and
portfolio management policies set forth in the
Prospectus under the caption "Investment
Objective and Portfolio Management Policies,"
the following restrictions also may not be
changed without approval of the "holders of a
majority of the outstanding shares" of the Fund.

The Buffalo Balanced Fund will not: (1)
purchase the securities of any one issuer, except
the United States government, if immediately
after and as a result of such purchase (a) the
value of the holdings of the Fund in the
securities of such issuer exceeds 5% of the value
of the Fund's total assets, or (b) the Fund owns
more than 10% of the outstanding voting
securities, or any other class of securities, of
such issuer; (2) engage in the purchase or sale of
real estate, commodities or futures contracts; (3)
underwrite the securities of other issuers; (4)
make loans to any of its officers, directors, or
employees, or to its manager, or general
distributor, or officers or directors thereof; (5)
make any loan (the purchase of a security
subject to a repurchase agreement or the
purchase of a portion of an issue of publicly
distributed debt securities is not considered the
making of a loan); (6) invest in companies for
the purpose of exercising control of
management; (7) purchase securities on margin,
or sell securities short, except that the Fund may
write covered call options; (8) purchase shares
of other investment companies except in the
open market at ordinary broker's commission or
pursuant to a plan of merger or consolidation;
(9) invest in the aggregate more than 5% of the
value of its gross assets in the securities of
issuers (other than federal, state, territorial, or
local governments, or corporations, or
authorities established thereby), which,
including predecessors, have not had at least
three years' continuous operations; (10) except
for transactions in its shares or other securities
through brokerage practices which are
considered normal and generally accepted under
circumstances existing at the time, enter into
dealings with its officers or directors, its
manager or underwriter, or their officers or
directors, or any organization in which such
persons have a financial interest; (11) purchase
or retain securities of any company in which any
Fund officers or directors, or Fund manager, its
partner, officer, or director beneficially owns
more than 1/2 of 1% of said company's
securities, if all such persons owning more than
1/2 of 1% of such company's securities, own in
the aggregate more than 5% of the outstanding
securities of such company; (12) borrow or
pledge its credit under normal circumstances,
except up to 10% of its gross assets (computed at
the lower of fair market value or cost)
temporarily for emergency or extraordinary
purposes, and not for the purpose of leveraging
its investments, and provided further that any
borrowing in excess of 5% of the total assets of
the Fund shall have asset coverage of at least 3
to 1; (13) make itself or its assets liable for the
indebtedness of others; (14) invest in securities
which are assessable or involve unlimited
liability; or (15) purchase any securities which
would cause 25% or more of the Fund's total
assets at the time of such purchase to be invested
in any one industry.

In addition to the fundamental investment
restrictions set out above, in order to comply
with the law or regulations of various States, the
Fund will not engage in the following practices:
(1) invest in securities of foreign issuers which
are not listed on a recognized domestic or
foreign securities exchange (the Fund does not
intend to invest directly in foreign securities;
this policy is not fundamental); (2) invest in
puts, calls, straddles, spreads, and any
combination thereof if by reason thereof the
value of its aggregate investment in such classes
of securities will exceed 5% of its total assets,
except that the Fund may write covered call
options in excess of this limitation; (3) invest in
oil, gas and other mineral leases or arbitrage
transactions; (4) purchase or sell real estate
(including limited partnership interests, but
excluding readily marketable interests in real
estate investment trusts or readily marketable
securities of companies which invest in real
estate); or (5) purchase securities, including
144(a) securities, which are not readily
marketable or of issuers which the company is
restricted from selling to the public without
registration under the securities Act of 1933, if

3
<PAGE>

by reason thereof more than 10% of its total
assets would be so invested.

Certain states also require that the Fund's
investments in warrants, valued at the lower of
cost or market, may not exceed 5% of the value
of the Fund's net assets. Included within that
amount, but not to exceed 2% of the value of the
Fund's net assets may be warrants which are not
listed on the New York or American Stock
Exchange. Warrants acquired by the Fund in
units or attached to securities may be deemed to
be without value for purposes of this limitation.
In addition, the Fund has undertaken to the state
of California to comply with the expense
limitations set forth in Rule 260.140.84(a) of
Title 10 of the California Administrative Code.

The Buffalo Equity Fund will not: (1)
purchase the securities of any one issuer, except
the United States government, if immediately
after and as a result of such purchase (a) the
value of the holdings of the Fund in the
securities of such issuer exceeds 5% of the value
of the Fund's total assets, or (b) the Fund owns
more than 10% of the outstanding voting
securities, or any other class of securities, of
such issuer; (2) engage in the purchase or sale of
real estate, commodities or futures contracts; (3)
underwrite the securities of other issuers; (4)
make loans to any of its officers, directors, or
employees, or to its manager, or general
distributor, or officers or directors thereof; (5)
make any loan (the purchase of a security
subject to a repurchase agreement or the
purchase of a portion of an issue of publicly
distributed debt securities is not considered the
making of a loan); (6) invest in companies for
the purpose of exercising control of
management; (7) purchase securities on margin,
or sell securities short, except that the Fund may
write covered call options; (8) purchase shares
of other investment companies except in the
open market at ordinary broker's commission or
pursuant to a plan of merger or consolidation;
(9) invest in the aggregate more than 5% of the
value of its gross assets in the securities of
issuers (other than federal, state, territorial, or
local governments, or corporations, or
authorities established thereby), which,
including predecessors, have not had at least
three years' continuous operations; (10) except
for transactions in its shares or other securities
through brokerage practices which are
considered normal and generally accepted under
circumstances existing at the time, enter into
dealings with its officers or directors, its
manager or underwriter, or their officers or
directors, or any organization in which such
persons have a financial interest; (11) purchase
or retain securities of any company in which any
Fund officers or directors, or Fund manager, its
partner, officer, or director beneficially owns
more than 1/2 of 1% of said company's
securities, if all such persons owning more than
1/2 of 1% of such company's securities, own in
the aggregate more than 5% of the outstanding
securities of such company; (12) borrow or
pledge its credit under normal circumstances,
except up to 10% of its gross assets (computed at
the lower of fair market value or cost)
temporarily for emergency or extraordinary
purposes, and not for the purpose of leveraging
its investments, and provided further that any
borrowing in excess of 5% of the total assets of
the Fund shall have asset coverage of at least 3
to 1; (13) make itself or its assets liable for the
indebtedness of others; (14) invest in securities
which are assessable or involve unlimited
liability; or (15) purchase any securities which
would cause 25% or more of the Fund's total
assets at the time of such purchase to be invested
in any one industry.

In addition to the fundamental investment
restrictions set out above, in order to comply
with the law or regulations of various States, the
Fund will not engage in the following practices:
(1) invest in securities of foreign issuers which
are not listed on a recognized domestic or
foreign securities exchange (the Fund does not
intend to invest directly in foreign securities or
foreign currencies but, may purchase foreign
securities through dollar-denominated American
Depository Receipts); (2) invest in puts, calls,
straddles, spreads, and any combination thereof
if by reason thereof the value of its aggregate
investment in such classes of securities will
exceed 5% of its total assets, except that the
Fund may write covered call options in excess of
this limitation; (3) invest in oil, gas and other
mineral leases or arbitrage transactions; (4)
purchase or sell real estate (including limited
partnership interests, but excluding readily
marketable interests in real estate investment
trusts or readily marketable securities of
companies which invest in real estate); or (5)
purchase securities, including 144(a) securities,

4
<PAGE>

which are not readily marketable or of issuers
which the company is restricted from selling to
the public without registration under the
securities Act of 1933, if by reason thereof nore
than 10% of its total assets would be so invested.
The Fund intends to limit calls to writing calls
issued by the Options Clearing Corporation.

The Buffalo High Yield Fund will not: (1)
purchase the securities of any one issuer, except
the United States government, if immediately
after and as a result of such purchase (a) the
value of the holdings of the Fund in the
securities of such issuer exceeds 5% of the value
of the Fund's total assets, or (b) the Fund owns
more than 10% of the outstanding voting
securities, or any other class of securities, of
such issuer; (2) engage in the purchase or sale of
real estate, commodities or futures contracts; (3)
underwrite the securities of other issuers; (4)
make loans to any of its officers, directors, or
employees, or to its manager, or general
distributor, or officers or directors thereof; (5)
make any loan (the purchase of a security
subject to a repurchase agreement or the
purchase of a portion of an issue of publicly
distributed debt securities is not considered the
making of a loan); (6) invest in companies for
the purpose of exercising control of
management; (7) purchase securities on margin,
or sell securities short, except that the Fund may
write covered call options; (8) purchase shares
of other investment companies except in the
open market at ordinary broker's commission or
pursuant to a plan of merger or consolidation;
(9) invest in the aggregate more than 5% of the
value of its gross assets in the securities of
issuers (other than federal, state, territorial, or
local governments, or corporations, or
authorities established thereby), which,
including predecessors, have not had at least
three years' continuous operations; (10) except
for transactions in its shares or other securities
through brokerage practices which are
considered normal and generally accepted under
circumstances existing at the time, enter into
dealings with its officers or directors, its
manager or underwriter, or their officers or
directors, or any organization in which such
persons have a financial interest; (11) purchase
or retain securities of any company in which any
Fund officers or directors, or Fund manager, its
partner, officer, or director beneficially owns
more than 1/2 of 1% of said company's
securities, if all such persons owning more than
1/2 of 1% of such company's securities, own in
the aggregate more than 5% of the outstanding
securities of such company; (12) borrow or
pledge its credit under normal circumstances,
except up to 10% of its gross assets (computed at
the lower of fair market value or cost)
temporarily for emergency or extraordinary
purposes, and not for the purpose of leveraging
its investments, and provided further that any
borrowing in excess of 5% of the total assets of
the Fund shall have asset coverage of at least 3
to 1; (13) make itself or its assets liable for the
indebtedness of others; (14) invest in securities
which are assessable or involve unlimited
liability; or (15) purchase any securities which
would cause 25% or more of the Fund's total
assets at the time of such purchase to be invested
in any one industry.

5
<PAGE>

estate investment trusts or readily marketable
securities of companies which invest in real
estate); or (5) purchase securities, including
144(a) securities which are not readily
marketable or, of issuers which the company is
restricted from selling to the public without
registration under the securities Act of 1933, if
by reason thereof more than 10% of its total
assets would be so invested.

The Buffalo USA Global Fund will not: (1)
purchase the securities of any one issuer, except
the United States government, if immediately
after and as a result of such purchase (a) the
value of the holdings of the Fund in the
securities of such issuer exceeds 5% of the value
of the Fund's total assets, or (b) the Fund owns
more than 10% of the outstanding voting
securities, or any other class of securities, of
such issuer; (2) engage in the purchase or sale of
real estate, commodities or futures contracts; (3)
underwrite the securities of other issuers; (4)
make loans to any of its officers, directors, or
employees, or to its manager, or general
distributor, or officers or directors thereof; (5)
make any loan (the purchase of a security
subject to a repurchase agreement or the
purchase of a portion of an issue of publicly
distributed debt securities is not considered the
making of a loan); (6) invest in companies for
the purpose of exercising control of
management; (7) purchase securities on margin,
or sell securities short, except that the Fund may
write covered call options; (8) purchase shares
of other investment companies except in the
open market at ordinary broker's commission or
pursuant to a plan of merger or consolidation;
(9) invest in the aggregate more than 5% of the
value of its gross assets in the securities of
issuers (other than federal, state, territorial, or
local governments, or corporations, or
authorities established thereby), which,
including predecessors, have not had at least
three years' continuous operations; (10) except
for transactions in its shares or other securities
through brokerage practices which are
considered normal and generally accepted under
circumstances existing at the time, enter into
dealings with its officers or directors, its
manager or underwriter, or their officers or
directors, or any organization in which such
persons have a financial interest; (11) purchase
or retain securities of any company in which any
Fund officers or directors, or Fund manager, its
partner, officer, or director beneficially owns
more than 1/2 of 1% of said company's
securities, if all such persons owning more than
1/2 of 1% of such company's securities, own in
the aggregate more than 5% of the outstanding
securities of such company; (12) borrow or
pledge its credit under normal circumstances,
except up to 10% of its gross assets (computed at
the lower of fair market value or cost)
temporarily for emergency or extraordinary
purposes, and not for the purpose of leveraging
its investments, and provided further that any
borrowing in excess of 5% of the total assets of
the Fund shall have asset coverage of at least 3
to 1; (13) make itself or its assets liable for the
indebtedness of others; (14) invest in securities
which are assessable or involve unlimited
liability; or (15) purchase any securities which
would cause 25% or more of the Fund's total
assets at the time of such purchase to be invested
in any one industry.

6
<PAGE>

partnership interests, but excluding readily
marketable interests in real estate investment
trusts or readily marketable securities of
companies which invest in real estate); or (5)
purchase securities, including 144(a) securities,
which are not readily marketable or of issuers
which the company is restricted from selling to
the public without registration under the
securities Act of 1933, if by reason thereof more
than 10% of its total assets would be so invested.
The Fund intends to limit calls to writing calls
issued by the Options Clearing Corporation.

PERFORMANCE MEASURERS

From time to time, the Buffalo Balanced Fund
or the Buffalo High Yield Fund may quote its
yield in advertisements, shareholder reports or
other communications to shareholders. Yield is
calculated according to the following SEC
standardized formula.

Current yield reflects the income per share
earned by a Fund's investments.

Current yield is determined by dividing the
net investment income per share earned during a
30-day base period by the maximum offering
price per share on the last day of the period and
annualizing the result. Expenses accrued for the
period include any fees charged to all
shareholders during the base period.

The SEC standardized yield formula is as
follows:

Yield = 2[(a-b+1)-1]
cd

Where: a = dividends and interest
earned during the period
b = expenses accrued for the
period (net of
reimbursements)
c = the average daily number
of shares outstanding
during the period that
were entitled to receive
income distributions
d = the maximum offering
price per share on the last
day of the period.

TOTAL RETURN

Each of the Buffalo Fund's "average annual
total return" figures will be computed according
to a formula prescribed by the Securities and
Exchange Commission. The formula can be
expressed as follows:

P(1+T)n = ERV

Where: P = a hypothetical initial
payment of $1000
T = average annual total
return
n = number of years
ERV = Ending Redeemable
Value of a
hypothetical $1000
payment made at the
beginning of the 1, 5
or 10 year (or other)
periods at the end of
the 1, 5, or 10 year
(or other) periods (or
fractional portions
thereof).

The tables below show the average total return
for each of the Funds for the specified periods:

BALANCED EQUITY
FUND FUND -
For the one year
4/1/95-3/31/96 20.68% n/a

From commencement
of operations to 3/31/96* 12.53% 29.11%
_____________________________________

7
<PAGE>

* Buffalo Balanced Fund commenced
operation on August 12, 1994, and Buffalo
Equity Fund commenced operation on
May 19, 1995.

HIGH YIELD GLOBAL-
FUND FUND
For the one year
4/1/95-3/31/96 n/a n/a

From commencement
of operations to 3/31/96* 18.45% 27.01%
_____________________________________

* Buffalo High Yield Fund commenced
operation on May 19, 1995, and Buffalo
USA Global Fund commenced operation on
May 19, 1995.

HOW THE FUNDS' SHARES
ARE DISTRIBUTED

Jones & Babson, Inc., as agent of the Funds,
agrees to supply its best efforts as sole
distributor of the Funds' shares and, at its own
expense, pay all sales and distribution expenses
in connection with their offering other than
registration fees and other government charges.

Jones & Babson, Inc. does not receive any fee
or other compensation under the distribution
agreements with the Buffalo Funds, which
continues in effect until October 31, 1996, and
which will continue automatically for successive
annual periods ending each October 31, if
continued at least annually by the Funds' Boards
of Directors, including a majority of those
Directors who are not parties to such
Agreements or interested persons of any such
party. It terminates automatically if assigned by
either party or upon 60 days written notice by
either party to the other.

Jones & Babson, Inc. also acts as sole
distributor of the shares of David L. Babson
Growth Fund, Inc., D. L. Babson Bond Trust,
D. L. Babson Money Market Fund, Inc., D. L.
Babson Tax-Free Income Fund, Inc., Babson
Enterprise Fund, Inc., Babson Enterprise Fund
II, Inc., Babson Value Fund, Inc., Shadow Stock
Fund, Inc., Babson-Stewart Ivory International
Fund, Inc., Scout Stock Fund, Inc., Scout Bond
Fund, Inc., Scout Money Market Fund, Inc.,
Scout Tax-Free Money Market Fund, Inc., Scout
Regional Fund, Inc., Scout WorldWide Fund,
Inc. and Scout Balanced Fund, Inc.

HOW SHARE PURCHASES
ARE HANDLED

Each order accepted will be fully invested in
whole and fractional shares, unless the purchase
of a certain number of whole shares is specified,
at the net asset value per share next effective
after an order is accepted by the Fund.

Each investment is confirmed by a year-to-
date statement which provides the details of the
immediate transaction, plus all prior
transactions in your account during the current
year. This includes the dollar amount invested,
the number of shares purchased or redeemed,
the price per share, and the aggregate shares
owned. A transcript of all activity in your
account during the previous year will be
furnished each January. By retaining each
annual summary and the last year-to-date
statement, you have a complete detailed history
of your account which provides necessary tax
information. A duplicate copy of a past annual
statement is available from Jones & Babson, Inc.
at its cost, subject to a minimum charge of $5
per account, per year requested.

Normally, the shares which you purchase are
held by the Fund in open account, thereby
relieving you of the responsibility of providing
for the safekeeping of a negotiable share
certificate. Should you have a special need for a
certificate, one will be issued on request for all
or a portion of the whole shares in your account.
There is no charge for the first certificate issued.
A charge of $3.50 will be made for any
replacement certificates issued. In order to
protect the interests of the other shareholders,
share certificates will be sent to those
shareholders who request them only after the
Fund has determined that unconditional
payment for the shares represented by the
certificate has been received by its custodian,
UMB Bank, n.a.

If an order to purchase shares must be
canceled due to non-payment, the purchaser will
be responsible for any loss incurred by the Fund
arising out of such cancellation. To recover any
such loss, the Fund reserves the right to redeem

8
<PAGE>

shares owned by any purchaser whose order is
canceled, and such purchaser may be prohibited
or restricted in the manner of placing further
orders.

Each Fund reserves the right in its sole
discretion to withdraw all or any part of the
offering made by the prospectus or to reject
purchase orders when, in the judgment of
management, such withdrawal or rejection is in
the best interest of the Fund and its
shareholders. Each Fund also reserves the right
at any time to waive or increase the minimum
requirements applicable to initial or subsequent
investments with respect to any person or class
of persons, which include shareholders of the
Fund's special investment programs.

REDEMPTION OF SHARES

The right of redemption may be suspended, or
the date of payment postponed beyond the
normal three-day period by the Funds' Boards of
Directors under the following conditions
authorized by the Investment Company Act of
1940: (1) for any period (a) during which the
New York Stock Exchange is closed, other than
customary weekend and holiday closing, or (b)
during which trading on the New York Stock
Exchange is restricted; (2) for any period during
which an emergency exists as a result of which
(a) disposal by the Fund of securities owned by it
is not reasonably practicable, or (b) it is not
reasonably practicable for the Fund to determine
the fair value of its net assets; or (3) for such
other periods as the Securities and Exchange
Commission may by order permit for the
protection of the Fund's shareholders.

The Funds have elected to be governed by
Rule 18f-1 under the Investment Company Act
of 1940 pursuant to which the Funds are
obligated to redeem shares solely in cash up to
the lesser of $250,000 or 1% of the Fund's net
asset value during any 90-day period for any one
shareholder. Should redemptions by any
shareholder exceed such limitation, a Fund may
redeem the excess in kind. If shares are
redeemed in kind, the redeeming shareholder
may incur brokerage costs in converting the
assets to cash. The method of valuing securities
used to make redemptions in kind will be the
same as the method of valuing portfolio
securities described under "How Share Price is
Determined" in the Prospectus, and such
valuation will be made as of the same time the
redemption price is determined.

SIGNATURE GUARANTEES

Signature guarantees normally reduce the
possibility of forgery and are required in
connection with each redemption method to
protect shareholders from loss. Signature
guarantees are required in connection with all
redemptions by mail or changes in share
registration, except as provided in the
Prospectus.

Signature guarantees must appear together
with the signature(s) of the registered owner(s),
on:

(1) a written request for redemption;

(2) a separate instrument of assignment,
which should specify the total number
of shares to be redeemed (this "stock
power" may be obtained from the Fund
or from most banks or stock brokers);
or

(3) all stock certificates tendered for
redemption.

MANAGEMENT AND
INVESTMENT COUNSEL

As a part of the Management Agreements
between Jones & Babson, Inc., and Buffalo
Balanced Fund, Inc., Buffalo Equity Fund, Inc.,
Buffalo High Yield Fund, Inc. and Buffalo USA
Global Fund, Inc., Jones & Babson, Inc.
employs at its own expense Kornitzer Capital
Management, Inc., as its investment counsel.

Kornitzer Capital Management, Inc., was
founded in 1989. It is a private investment
research and counseling organization serving
individual, corporate and other institutional
clients.

The aggregate management fee paid to Jones
& Babson, Inc. by Buffalo Balanced Fund
during the most recent fiscal year ended March
31, 1996, from which Jones & Babson, Inc. paid
all the Fund's expenses except those payable
directly by the Fund, was $446,385. The

9
<PAGE>

1% annual fee charged by Jones & Babson, Inc.
covers all normal operating costs of the Fund.

The aggregate management fee paid to Jones
& Babson, Inc. by Buffalo Equity Fund during
the most recent fiscal year ended March 31,
1996, from which Jones & Babson, Inc. paid all
the Fund's expenses except those payable
directly by the Fund, was $29,668. The 1%
annual fee charged by Jones & Babson, Inc.
covers all normal operating costs of the Fund.

The aggregate management fee paid to Jones
& Babson, Inc. by Buffalo High Yield Fund
during the most recent fiscal year ended March
31, 1996, from which Jones & Babson, Inc. paid
all the Fund's expenses except those payable
directly by the Fund, was $37,196. The 1%
annual fee charged by Jones & Babson, Inc.
covers all normal operating costs of the Fund.

The aggregate management fees paid to Jones
& Babson, Inc. by Buffalo USA Global Fund
during the most recent fiscal year ended March
31, 1996, from which Jones & Babson, Inc. paid
all the Fund's expenses except those payable
directly by the Fund, was $25,935. The 1%
annual fee charged by Jones & Babson, Inc.
covers all normal operating costs of the Fund.

For its investment supervisory services and
counsel in connection with Buffalo Balanced
Fund, Buffalo Equity Fund, Buffalo High Yield
Fund and Buffalo USA Global Fund, Jones &
Babson, Inc. pays Kornitzer Capital
Management, Inc., a fee computed on an annual
basis at the rate of .50% of the average daily
total net assets of each of these Funds.

During the most recent fiscal year ended
March 31, 1996, Jones & Babson, Inc. paid
Kornitzer Capital Management, Inc., fees in
connection with Buffalo Balanced Fund
$223,192.

During the most recent fiscal year ended
March 31, 1996, Jones & Babson, Inc. paid
Kornitzer Capital Management, Inc.,. fees in
connection with Buffalo Equity Fund $14,866.

During the most recent fiscal year ended
March 31, 1996, Jones & Babson, Inc. paid
Kornitzer Capital Management, Inc., fees in
connection with Buffalo High Yield Fund
$18,630.

During the most recent fiscal year ended
March 31, 1996, Jones & Babson, Inc. paid
Kornitzer Capital Management, Inc., fees in
connection with Buffalo USA Global Fund
$12,999.

Kornitzer Capital Management, Inc., has an
experienced investment analysis and research
staff which eliminates the need for Jones &
Babson, Inc. and the Funds to maintain an
extensive duplicate staff, with the consequent
increase in the cost of investment advisory
service. The cost of the services of Kornitzer
Capital Management, Inc. is included in the fee
of Jones & Babson, Inc.

HOW SHARE PRICE
IS DETERMINED

The net asset value per share of each of the
Fund's portfolio is computed once daily, Monday
through Friday, at the specific time during the
day that the Boards of Directors of the Funds
sets at least annually, except on days on which
changes in the value of a Fund's portfolio
securities will not materially affect the net asset
value, or days during which no security is
tendered for redemption and no order to
purchase or sell such security is received by a
Fund, or the following holidays:

New Year's Day January 1
Presidents' Holiday Third Monday
in February
Good Friday Friday before Easter
Memorial Day Last Monday
in May
Independence Day July 4
Labor Day First Monday
in September
Thanksgiving Day Fourth Thursday
in November
Christmas Day December 25

10
<PAGE>

OFFICERS AND DIRECTORS

The Funds are managed by Jones & Babson,
Inc. subject to the supervision and control of the
Board of Directors. The following table lists the
Officers and Directors of the Funds. Unless
noted otherwise, the address of each Officer and
Director is 2440 Pershing Road, Suite G-15,
Kansas City, Missouri 64108. Except as
indicated, each has been an employee of Jones &
Babson, Inc. for more than five years.

* Larry D. Armel, President and Director.
President and Director, Jones & Babson,
Inc.; David L. Babson Growth Fund, Inc.,
D. L. Babson Money Market Fund, Inc., D.L.
Babson Tax-Free Income Fund, Inc., Babson
Enterprise Fund, Inc., Babson Enterprise
Fund II, Inc. Babson Value Fund, Inc.,
Shadow Stock Fund, Inc., Babson-Stewart
Ivory International Fund, Inc.; Buffalo
Balanced Fund, Inc., Buffalo High Yield
Fund, Inc., Buffalo USA Global Fund, Inc.,
Buffalo Equity Fund, Inc.; Scout Stock Fund,
Inc., Scout Bond Fund, Inc., Scout Money
Market Fund, Inc., Scout Tax-Free Money
Market Fund, Inc., Scout Regional Fund,
Inc., Scout WorldWide Fund, Inc.; President
and Trustee, D. L. Babson Bond Trust.

* Kent W. Gasaway, Director.
Senior Vice President, Kornitzer Capital
Management, Inc., KCM Building, Shawnee
Mission, Kansas 66201. Formerly Assistant
Vice President, Waddell & Reed, Inc., 6300
Lamar Avenue, Shawnee Mission, Kansas
66202; Director, Buffalo Balanced Fund,
Inc., Buffalo Equity Fund, Inc., Buffalo High
Yield Fund, Inc., Buffalo USA Global Fund,
Inc., Buffalo Equity Fund, Inc.

Thomas S. Case, Director.
3485 Paydirt Dr., Placerville, California
95667. Formerly President and Chief
Executive Officer, the Frankona American
Companies, 2405 Grant Blvd., Suite 900,
Kansas City, Missouri 64108; Director,
Buffalo Balanced Fund, Inc., Buffalo Equity

Fund, Inc., Buffalo High Yield Fund, Inc.,
Buffalo USA Global Fund, Inc.

* Stephen S. Soden, Director.
President, BMA Financial Services, BMA
Tower, One Penn Valley Park, Kansas City,
Missouri, 64141, Chairman and Director,
Jones & Babson, Inc.; Director, Buffalo
Balanced Fund, Inc., Buffalo Equity Fund,
Inc., Buffalo High Yield Fund, Inc., Buffalo
USA Global Fund, Inc.

Francis C. Rood, Director.
Retired, 6429 West 92nd Street, Overland
Park, Kansas 66212. Formerly, Group Vice
President-Administration, Hallmark Cards,
Inc.; Director, David L. Babson Growth
Fund, Inc., D. L. Babson Money Market
Fund, Inc., D. L. Babson Tax-Free Income
Fund, Inc., Babson Enterprise Fund, Inc.,
Babson Enterprise Fund II, Inc., Babson
Value Fund, Inc., Shadow Stock Fund, Inc.;
Buffalo Balanced Fund, Inc., Buffalo Equity
Fund, Inc., Buffalo High Yield Fund, Inc.,
Buffalo USA Global Fund, Inc., Trustee,
D.L. Babson Bond Trust.

William H. Russell, Director.
Financial consultant, 645 West 67th Street,
Kansas City, Missouri 64113; Director,
David L. Babson Growth Fund, Inc., D. L.
Babson Money Market Fund, Inc., D. L.
Babson Tax-Free Income Fund, Inc., Babson
Enterprise Fund, Inc., Babson Enterprise
Fund II, Inc., Babson Value Fund, Inc.,
Shadow Stock Fund, Inc. and Babson-
Stewart Ivory International Fund, Inc.;
Buffalo Balanced Fund, Inc., Buffalo Equity
Fund, Inc., Buffalo High Yield Fund, Inc.,
Buffalo USA Global Fund, Inc., Trustee, D.
L. Babson Bond Trust.

_______________________________________

* Directors who are interested persons as
that term is defined in the Investment
Company Act of 1940, as amended

11
<PAGE>

H. David Rybolt, Director.
Consultant, HDR Associates, P.O. Box 2468,
Shawnee Mission, Kansas 66202; Director,
David L. Babson Growth Fund, Inc., D. L.
Babson Money Market Fund, Inc., D. L. Babson
Tax-Free Income Fund, Inc., Babson Enterprise
Fund, Inc., Babson Enterprise Fund II, Inc.,
Babson Value Fund, Inc., Shadow Stock Fund,
Inc.; Buffalo Balanced Fund, Inc., Buffalo
Equity Fund, Inc., Buffalo High Yield Fund,
Inc., Buffalo USA Global Fund, Inc.; Trustee,
D. L. Babson Bond Trust.

P. Bradley Adams, Vice President and
Treasurer.
Vice President and Treasurer, Jones & Babson,
Inc.; David L. Babson Growth Fund, Inc., D. L.
Babson Money Market Fund, Inc., D. L. Babson
Tax-Free Income Fund, Inc., Babson Enterprise
Fund, Inc., Babson Enterprise Fund II, Inc.,
Babson Value Fund, Inc., Shadow Stock Fund,
Inc., Babson-Stewart Ivory International Fund,
Inc., D. L. Babson Bond Trust; Scout Stock
Fund, Inc., Scout Bond Fund, Inc., Scout Money
Market Fund, Inc., Scout Tax-Free Money
Market Fund, Inc., Scout Regional Fund, Inc.,
Scout WorldWide Fund, Inc.; Buffalo Balanced
Fund, Inc., Buffalo Equity Fund, Inc., Buffalo
High Yield Fund, Inc., Buffalo USA Global
Fund, Inc.

Michael A. Brummel, Vice President,
Assistant Secretary and Assistant Treasurer.
Vice President, Assistant Secretary and
Assistant Treasurer, Jones & Babson, Inc.;
David L. Babson Growth Fund, Inc., D. L.
Babson Money Market Fund, Inc., D. L. Babson
Tax-Free Income Fund, Inc., Babson Enterprise
Fund, Inc., Babson Enterprise Fund II, Inc.,
Babson Value Fund, Inc., Shadow Stock Fund,
Inc., Babson-Stewart Ivory International Fund,
Inc., D. L. Babson Bond Trust; Scout Stock
Fund, Inc., Scout Bond Fund, Inc., Scout Money
Market Fund, Inc., Scout Tax-Free Money
Market Fund, Inc., Scout Regional Fund, Inc.,
Scout WorldWide Fund, Inc.; Buffalo Balanced
Fund, Inc., Buffalo Equity Fund, Inc., Buffalo
High Yield Fund, Inc., Buffalo USA Global
Fund, Inc.

Martin A. Cramer, Vice President and
Secretary.
Vice President and Secretary, Jones & Babson,
Inc.; David L. Babson Growth Fund, Inc., D..L.
Babson Money Market Fund, Inc., D. L. Babson
Tax-Free Income Fund, Inc., Babson Enterprise
Fund, Inc., Babson Enterprise Fund II, Inc.,
Babson Value Fund, Inc., Shadow Stock Fund,
Inc., Babson-Stewart Ivory International Fund,
Inc., D. L. Babson Bond Trust; Scout Stock
Fund, Inc., Scout Bond Fund, Inc., Scout Money
Market Fund, Inc., Scout Tax-Free Money
Market Fund, Inc., Scout Regional Fund, Inc.,
Scout WorldWide Fund, Inc.; Buffalo Balanced
Fund, Inc., Buffalo Equity Fund, Inc., Buffalo
High Yield Fund, Inc., Buffalo USA Global
Fund, Inc.

John G. Dyer, Vice President.
Vice President, Scout Stock Fund, Inc., Scout
Bond Fund, Inc., Scout Money Market Fund,
Inc., Scout Tax-Free Money Market Fund, Inc.,
Scout Regional Fund, Inc., Scout WorldWide
Fund, Inc.; Buffalo Balanced Fund, Inc., Buffalo
Equity Fund, Inc., Buffalo High Yield Fund,
Inc., Buffalo USA Global Fund, Inc.

None of the officers or directors will be
remunerated by the Funds for their normal
duties and services. Their compensation and
expenses arising out of normal operations will
be paid by Jones & Babson, Inc. under the
provisions of the Management Agreement.

Messrs. Case, Rood, Russell and Rybolt have
no financial interest in, nor are they affiliated
with, either Jones & Babson, Inc. or Kornitzer
Capital Management, Inc.

12
<PAGE>

The Audit Committee of the Board of
Directors is composed of Messrs. Case, Rood,
Russell and Rybolt.

The Officers and Directors of each of the
Funds as a group own less than 1% of each of
the respective Funds.

COMPENSATION TABLE

Pension or Estimated Total
Aggregate Retirement Annual Compemsation
Name of Compensation Benefits Accrued Benefits From All Scout
Director From each As Part of Fund Upon Funds Paid to
Fund Expenses Retirement Directors**
______________ ____________ ________________ __________ _____________
Larry D. Armel* -- -- -- --
Kent W. Gasaway* -- -- -- --
Thomas S. Case $5,250 -- -- $5,250
Stephen S. Soden* -- -- -- --
Francis C. Rood $2,000 -- -- $2,000
William H. Russell $2,000 -- -- $2,000
H. David Rybolt $2,000 -- -- $2,000

* As interested directors, Messrs. Armel, Gasaway and Soden receive
no compensation for their services as directors.

** The amounts reported in this column reflect the total compensation paid to
each director for his services as a director of four Buffalo Funds during the
fiscal year ended March 31, 1996. Directors fees are paid by the Funds'
manager and not by the Funds themselves.

The Funds will not hold annual meetings except as
required by the Investment Company Act of 1940
and other applicable laws. The Funds are Maryland
corporations. Under Maryland law, a special meeting
of stockholders of a Fund must be held if the Fund
receives the written request for a meeting from the
stockholders entitled to cast at least 25 percent of all
the votes entitled to be cast at the meeting. The
Funds have undertaken that their Directors will call
a meeting of stockholders if such a meeting is
requested in writing by the holders of not less than
10% of the outstanding shares of the Fund. To the
extent required by the undertaking, each Fund will
assist shareholder communications in such matters.

CUSTODIAN

The Funds' portfolio assets are held for safe-
keeping by an independent custodian, UMB Bank,
n.a. This means the bank, rather than the Fund, has
possession of the Funds' cash and securities. The
custodian bank is not responsible for the Funds'
investment management or administration. But, as
directed by the Fund's officers, it delivers cash to
those who have sold securities to a Fund in return for
such securities, and to those who have purchased
portfolio securities from a Fund, it delivers such
securities in return for their cash purchase price. It
also collects income directly from issuers of
securities owned by a Fund and holds this for
payment to shareholders after deduction of a Fund's
expenses. The custodian is compensated for its
services by the manager. There is no charge to the
Funds.

INDEPENDENT AUDITORS

The Funds' financial statements are audited
annually by independent auditors approved by the
directors each year, and in years in which an annual
meeting is held the directors may submit their
selection of independent auditors to the shareholders
for ratification. Ernst & Young, LLP, One Kansas
City Place, 1200 Main Street, Suite 2000, Kansas
City, Missouri 64105, is the present independent
auditor for the Funds.

13
<PAGE>

Reports to shareholders will be published at least
semiannually.

OTHER JONES & BABSON FUNDS

Jones & Babson, Inc. also sponsors and manages
nine no-load funds comprising the Babson Mutual
Fund Group managed by Jones & Babson, Inc. in
association with David L. Babson & Co. Inc. They
are: David L. Babson Growth Fund, Inc., Babson
Enterprise Fund, Inc., Babson Enterprise Fund II,
Inc., Shadow Stock Fund, Inc., Babson-Stewart Ivory
International Fund, Inc., Babson Value Fund, Inc.,
D. L. Babson Bond Trust, D. L. Babson Money
Market Fund, Inc. and D. L. Babson Tax-Free
Income Fund, Inc.

Jones & Babson, Inc. also sponsors and manages
seven mutual funds which especially seek to provide
services to customers of affiliate banks of UMB
Financial Corporation (UMB). They are: Scout
Stock Fund, Inc., Scout Bond Fund, Inc., Scout
Money Market Fund, Inc., Scout Tax-Free Money
Market Fund, Inc., Scout Regional Fund, Inc., Scout
WorldWide Fund, Inc. and Scout Balanced Fund,
Inc.

A prospectus for any of the Funds may be obtained
from Jones & Babson, Inc., 2440 Pershing Road,
Suite G-15, Kansas City, Missouri 64108.

DESCRIPTION OF COMMERCIAL
PAPER RATINGS

Moody's . . . Moody's commercial paper rating is an
opinion of the ability of an issuer to repay punctually
promissory obligations not having an original
maturity in excess of nine months. Moody's has one
rating - prime. Every such prime rating means
Moody's believes that the commercial paper note will
be redeemed as agreed. Within this single rating
category are the following classifications:

Prime - 1 Highest Quality
Prime - 2 Higher Quality
Prime - 3 High Quality

The criteria used by Moody's for rating a
commercial paper issuer under this graded system
include, but are not limited to the following factors:

(1) evaluation of the management of the issuer;

(2) economic evaluation of the issuer's industry
or industries and an appraisal of speculative
type risks which may be inherent in certain
areas;

(3) evaluation of the issuer's products in
relation to competition and customer
acceptance;

(4) liquidity;

(5) amount and quality of long-term debt;

(6) trend of earnings over a period of ten years;

(7) financial strength of a parent company and
relationships which exist with the issue; and

(8) recognition by the management of obliga-
tions which may be present or may arise as
a result of public interest questions and
preparations to meet such obligations.

S&P . . . Standard & Poor's commercial paper rating
is a current assessment of the likelihood of timely
repayment of debt having an original maturity of no
more than 270 days. Ratings are graded into four
categories, ranging from "A" for the highest quality
obligations to "D" for the lowest. The four
categories are as follows:

"A" Issues assigned this highest rating are
regarded as having the greatest capacity for
timely payment. Issues in this category are
further refined with the designations 1, 2,
and 3 to indicate the relative degree of
safety.

"A-1" This designation indicates that the degree of
safety regarding timely payment is very
strong.

"A-2" Capacity for timely payment on issues with
this designation is strong. However, the
relative degree of safety is not as
overwhelming.

"A-3" Issues carrying this designation have a
satisfactory capacity for timely payment.
They are, however, somewhat more

14
<PAGE>

vulnerable to the adverse effects of changes
in circumstances than obligations carrying
the higher designations.

"B" Issues rated "B" are regarded as having only
an adequate capacity for timely payment.
Furthermore, such capacity may be
damaged by changing conditions or short-
term adversities.

"C" This rating is assigned to short-term debt
obligations with a doubtful capacity for
payment.

"D" This rating indicates that the issuer is either
in default or is expected to be in default
upon maturity.

FINANCIAL STATEMENTS

The audited financial statements of Buffalo
Balanced Fund, Inc., Buffalo Equity Fund, Inc.,
Buffalo High Yield Fund, Inc. and Buffalo USA
Global Fund, Inc. which are contained in the March
31, 1996, Annual Report to Shareholders, are
incorporated herein by reference.

15
<PAGE>

PART C

OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements

Included in Part A - Prospectus:

Per Share Capital and Income Changes

Included in Part B - Statement of Additional
Information:

The audited financial statements contained in
the most recent Annual Report to Shareholders of
Buffalo Balanced Fund, Inc., Buffalo Equity Fund,
Inc., Buffalo High Yield Fund, Inc. and Buffalo USA
Global Fund, Inc. are incorporated by reference
into Part B. of this Registration Statement.

Included in Part C - Other Information:

Consents of Independent Public Accountants
Ernst & Young, LLP

(b) (1) Registrants's Articles of Incorporation*

(2) Form of Registrant's By-laws*

(3) Not applicable, because there is
not voting trust agreement.

(4) Specimen copy of each security to
be issued by the registrant.*

(5) (a) Form of Management Agreement between
Jones & Babson, Inc. and the Registrant*

(b) Form of Investment Counsel Agreement
between Jones & Babson,Inc. and Kornitzer
Capital Management, Inc.*

(6) Form of principal Underwriting Agreement between
Jones & Babson, Inc. and the Registrant*

(7) Not applicable, because there are no pension,
bonus or other agreement for the benefit of
directors and officers.

(8) Forms of Custodian Agreement between Registrant
and United Missouri Bank of Kansas City, N.A.*

(9) There are no other material contracts not made in
the ordinary course of business between the
Registrant and others

(10) Opinion and consent of counsel as to the legality
of the registrant's securities being registered.
(To be supplied annually pursuant to Rule 24f-2
of the Investment Company Act of 1940.)

(11) (a) Powers of Attorney*

(b) Auditors Consent*

(12) Not applicable.

(13) Form of letter from contributors of initial
capital to the Registrant that purchase was made
for investment purposes without any present
intention of redeeming or selling.

(14) Not applicable.

(15) Not applicable.

(16) Schedule for computation of performance
quotations.

(17) Financial Data Schedule for Buffalo Balanced Fund,
Inc.

* Incorporated by reference to Registrant's Registration on N-1A.

Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL OF THE
REGISTRANT.

NONE

Item 26. NUMBER OF HOLDERS OF SECURITIES.

The number of record holders of each class of securities of the
Registrants as of July 5, 1996, is as follows:

(1)
Title of Class
Common Stock (2)
$1.00 par value Number of Record Holders

Buffalo Balanced Fund 1,896

Buffalo Equity Fund 1,141

Buffalo USA Global Fund 1,131

Buffalo High Yield Fund 983

Item 27. INDEMNIFICATION.

Under the terms of the Maryland General Corporation Law and the
company's By-laws, the company shall indemnify any person who
was or is a director, officer, or employee of the company to
the maximum extent permitted by the Maryland General
Corporation Law; provided however, that any such
indemnification (unless ordered by a court) shall be made by
the company only as authorized in the specific case upon a
determination that indemnification of such persons is proper in
the circumstances. Such determination shall be made.

(i) by the Board of Directors by a majority vote of a quorum
which consists of the directors who are neither "interested
persons" of the company as defined in Section 2(a)(19) of the
1940 Act, nor parties to the proceedings, or

(ii) if the required quorum is not obtainable or if a quorum
of such directors so directs, by independent legal counsel in a
written opinion.

No indemnification will be provided by the company to any
director or officer of the company for any liability to the
company or shareholders to which he would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence,
or reckless disregard of duty.

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR.

The principal business of Jones & Babson, Inc. is the
management of the Babson and UMB family of mutual funds. It
also has expertise in the tax and pension plan field. It
supervises a number of prototype and profit-sharing plan
programs sponsored by various organizations eligible to be
prototype plan sponsors.

The principal business of Kornitzer Capital Management, Inc. is
to provide investment counsel and advice to a wide variety of
clients. Kornitzer Capital Management has $850,000,000 under
management.

Item 29. PRINCIPAL UNDERWRITERS.

(a) Jones & Babson, Inc., the only principal
underwriter of the Registrant, also acts as principal
underwriter for the David L. Babson Growth Fund, Inc.,
D.L. Babson Money Market Fund, Inc., D.L. Babson Tax-
Free Income Fund, Inc., D.L. Babson Bond Trust, Babson
Value Fund, Inc., Shadow Stock Fund, Inc., Babson-
Stewart Ivory International Fund, Inc., Scout Stock
Fund, Inc., Scout Bond Fund, Inc., Scout Money Market
Fund, Inc. and Scout Tax-Free Money Market Fund, Inc.,
Scout Regional Fund, Inc., Scout WorldWide Fund, Inc.,
Buffalo Balanced Fund, Buffalo High Yield Fund, Buffalo
Equity Fund and Buffalo USA Global Fund.

(b) Herewith is the information required by the
following table with respect to each director, officer
or partner of the only underwriter named in answer to
Item 21 of Part B:

Name and Position and Positions and
Principal Offices with Offices with
Business Address Underwriter Registrant

Stephen S. Soden Chairman and Director
BMA Tower Director
One Penn Value Park
Kansas City, MO 64141

Larry D. Armel President and President and
Three Crown Center Director Director
2440 Pershing Road
Kansas City, MO 64108

Giorgio Balzer Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

J. William Sayler Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

Edward S. Ritter Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

Robert N. Sawyer Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

Vernon W. Voorhees Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

P. Bradley Adams Vice President Vice President
Three Crown Center and Treasurer and Treasurer
2440 Pershing Road, G-15
Kansas City, MO 64108

Michael A. Brummel Vice President Vice President
Three Crown Center
2440 Pershing Road, G-15
Kansas City, MO 64108

Martin A. Cramer Vice President Vice President
Three Crown Center and Secretary and Secretary
2440 Pershing Road, G-15
Kansas City, MO 64108

(c) The principal underwriter does not receive any remuneration or
compensation for the duties or services rendered to the Registrant
pursuant to the principal underwriting Agreement.

Item 30. LOCATION OF ACCOUNTS AND RECORDS.

Each account, book or other document required to be maintained by
Section 31(a) of the 1940 Act and the Rules (17 CFR 270.31a-1 to
31a-3) promulgated thereunder is in the physical possession of
Jones & Babson, Inc., at Three Crown Center, 2440 Pershing Road,
G-15, Kansas City, Missouri 64108.

Item 31. MANAGEMENT SERVICES.

All management services are covered in the management agreement
between the Registrant and Jones & Babson, Inc., which are
discussed in Parts A and B.

Item 32. UNDERTAKINGS.

Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets
all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and
has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto authorized, in the City of Kansas City,
and State of Missouri on the 16th day of July, 1996..

BUFFALO BALANCED FUND, INC.
(Registrant)

Larry D. Armel
By Larry D. Armel, President

Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment No. 4 to the Registration Statement has been
signed below by the following persons in the capacities and on the
date indicated.

Larry D. Armel President, Principal July 16, 1996
Larry D. Armel Executive Officer,
and Director

Kent W. Gasaway Director July 16, 1996
Kent W. Gasaway*

Stephen S. Soden Director July 16, 1996
Stephen S. Soden*

Thomas S. Case Director July 16, 1996
Thomas S. Case*

Francis C. Rood Director July 16, 1996
Francis C. Rood*

William H. Russell Director July 16, 1996
William H. Russell*

H. David Rybolt Director July 16, 1996
H. David Rybolt*

P. Bradley Adams Treasurer and July 16, 1996
P. Bradley Adams Principal Financial
and Accounting Officer

* Larry D. Armel By Larry D. Armel, pursuant to Power of Attorney

REPRESENTATIONS OF COUNSEL

I assisted in the preparation of this Post Effective Amendment to the
Fund's Registration Statement filed under the Securities Act of 1933
and the Amendment to the Fund's Registration Statement filed under the
Investment Company Act of 1940. Based on my review it is my opinion
that this amendment does not contain disclosures which would render it
ineligible to become effective pursuant to paragraph (b) of Rule 485
under the Securities Act of 1933.

John G. Dyer
John G. Dyer Attorney July 16, 1996

<PAGE>

SIGNATURES

BUFFALO EQUITY FUND, INC.
(Registrant)

Larry D. Armel
By Larry D. Armel, President

Larry D. Armel President, Principal July 16, 1996
Larry D. Armel Executive Officer,
and Director

Kent W. Gasaway Director July 16, 1996
Kent W. Gasaway*

Stephen S. Soden Director July 16, 1996
Stephen S. Soden*

Thomas S. Case Director July 16, 1996
Thomas S. Case*

Francis C. Rood Director July 16, 1996
Francis C. Rood*

William H. Russell Director July 16, 1996
William H. Russell*

H. David Rybolt Director July 16, 1996
H. David Rybolt*

P. Bradley Adams Treasurer and July 16, 1996
P. Bradley Adams Principal Financial
and Accounting Officer

* Larry D. Armel By Larry D. Armel, pursuant to Power of Attorney

REPRESENTATIONS OF COUNSEL

John G. Dyer
John G. Dyer Attorney July 16, 1996

<PAGE>

SIGNATURES

BUFFALO HIGH YIELD FUND, INC.
(Registrant)

Larry D. Armel
By Larry D. Armel, President

Larry D. Armel President, Principal July 16, 1996
Larry D. Armel Executive Officer,
and Director

Kent W. Gasaway Director July 16, 1996
Kent W. Gasaway*

Stephen S. Soden Director July 16, 1996
Stephen S. Soden*

Thomas S. Case Director July 16, 1996
Thomas S. Case*

Francis C. Rood Director July 16, 1996
Francis C. Rood*

William H. Russell Director July 16, 1996
William H. Russell*

H. David Rybolt Director July 16, 1996
H. David Rybolt*

P. Bradley Adams Treasurer and July 16, 1996
P. Bradley Adams Principal Financial
and Accounting Officer

* Larry D. Armel By Larry D. Armel, pursuant to Power of Attorney

REPRESENTATIONS OF COUNSEL

John G. Dyer
John G. Dyer Attorney July 16, 1996

<PAGE>

SIGNATURES

BUFFALO USA GLOBAL FUND, INC.
(Registrant)

Larry D. Armel
By Larry D. Armel, President

Larry D. Armel President, Principal July 16, 1996
Larry D. Armel Executive Officer,
and Director

Kent W. Gasaway Director July 16, 1996
Kent W. Gasaway*

Stephen S. Soden Director July 16, 1996
Stephen S. Soden*

Thomas S. Case Director July 16, 1996
Thomas S. Case*

Francis C. Rood Director July 16, 1996
Francis C. Rood*

William H. Russell Director July 16, 1996
William H. Russell*

H. David Rybolt Director July 16, 1996
H. David Rybolt*

P. Bradley Adams Treasurer and July 16, 1996
P. Bradley Adams Principal Financial
and Accounting Officer

* Larry D. Armel By Larry D. Armel, pursuant to Power of Attorney

REPRESENTATIONS OF COUNSEL

John G. Dyer
John G. Dyer Attorney July 16, 1996

<PAGE>

Consent of Independent Auditors

We consent to the references to our firm under the captions
"Financial Highlights" and "Independent Auditors" and to the
incorporation by reference of our report dated April 25, 1996
in this post-effective amendment to the Registration Statement
(Form N-1A) and related Prospectus of Buffalo High Yield Fund,
Buffalo Equity Fund, Buffalo Balanced Fund and Buffalo USA Global
Fund filed with the Securities and Exchange Commission under the
Securities Act of 1933.

Ernst & Young, LLP
Ernst & Young, LLP

Kansas City, Missouri
July 12, 1996

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