BUFFALO BALANCED FUND INC, 485BPOS, 1997-07-25

BUFFALO BALANCED FUND INC
485BPOS, 1997-07-25

Previous: BUFFALO BALANCED FUND INC, 485BPOS, 1997-07-25

Next: DIME BANCORP INC, 8-K, 1997-07-25

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. 5 File No. 33-75476 [X]

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

Amendment No. 7 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, 1997

It is proposed that this filing become effective:

X On July 31, 1997, 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, 1998, by
May 31, 1998.

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. 5 File No. 33-87346 [X]

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

Amendment No. 7 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, 1997

It is proposed that this filing become effective:

X On July 31, 1997, 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. 5 File No. 33-87148 [X]

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

Amendment No. 7 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, 1997

It is proposed that this filing become effective:

X On July 31, 1997, 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. 5 File No. 33-87146 [X]

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

Amendment No. 7 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, 1997

It is proposed that this filing become effective:

X On July 31, 1997, 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>

BUFFALO
FUNDS

Balanced Fund
Equity Fund
High Yield Fund
USA Global Fund

PROSPECTUS
July 31, 1997

PROSPECTUS

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

July 31, 1997

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.

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
15 ; "Risk Factors," page 20; "Investment Restrictions," page 21 and "Fixed
Income Securities Described and Ratings," page 32. 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 5
Fund Expenses 8
Financial Highlights 11
Investment Objectives and Portfolio Management Policies 15
Repurchase Agreements 19
Asset-Backed Securities 19
Risk Factors 20
Investment Restrictions 21
Performance Measures 22
How to Purchase Shares 23
Initial Investments 24
Investments Subsequent to Initial Investment 24
Telephone Investment Service 24
Automatic Monthly Investment Plan 25
How to Redeem Shares 25
Systematic Redemption Plan 27
How to Exchange Shares Between Funds 27
How Share Price is Determined 28
Officers and Directors 29
Management and Investment Counsel 29
General Information and History 30
Dividends, Distributions and Their Taxation 31
Description of Securities Ratings 32
Shareholder Services 33
Shareholder Inquiries 34

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. 3

Buffalo Balanced Fund, Inc. was incorporated in Maryland on January 25, 1994.
30

Buffalo Equity Fund, Inc., Buffalo High Yield Fund, Inc. and Buffalo USA
Global Fund, Inc. were incorporated in Maryland on November 23, 1994. 30

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. 30

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. 15

Buffalo Equity Fund, Inc. seeks long-term capital appreciation by investment
in a broad array of common stocks, in terms of companies and industries.
16

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. 17

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. 18

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 telephone and
wire purchases which must be at least $1,000 or more. 23

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. 24

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. 25

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. 25

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.
27

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. 29

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 Funds' 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. 29

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. 31

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. 31

Taxes

The Funds will distribute substantially all of their net investment 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. 31

Risk Factors

For a discussion of risk factors applicable to repurchase agreements. 20

For a discussion of risk factors applicable to covered call options. 20

For a discussion of risk factors applicable to American Depository Receipts
(ADRs). 20

For a discussion of risk factors applicable to common stocks. 20

For a discussion of risk factors applicable to high yielding, high risk debt
securities. 20

For a discussion of risk factors applicable to global operations. 21

Fund Expenses

The following information is provided in order to assist you in understanding
the various costs and expenses that a share-
holder 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,
1997.
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 .05%
Total Fund operating expenses 1.05%
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 Equity Fund, Inc.

The expenses set forth below are based on the fiscal year ended March 31,
1997.
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 .16%
Total Fund operating expenses 1.16%
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
$12 $37 $64 $141

Buffalo High Yield Fund, Inc.

The expenses set forth below are based on the fiscal year ended March 31,
1997.
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 .13%
Total Fund operating expenses 1.13%
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
$12 $36 $62 $137

Buffalo USA Global Fund, Inc.

The expenses set forth below are based on the fiscal year ended March 31,
1997.
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 .13%
Total Fund operating expenses 1.13%
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
$12 $36 $62 $137

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,
1997, 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, 1997, Annual Report to
Shareholders which is incorporated by reference in this prospectus.

<TABLE>
<CAPTION>
August 12, 1994
(Inception Date)
1997 1996 to March 31, 1995*
</CAPTION>
<S> <C> <C> <C>
Net asset value, beginning of period $ 10.70 $ 10.06 $ 10.07

Income from investment operations:
Net investment income .72 .65 .32
Net gains or (losses) on securities
(both realized and unrealized) .69 1.07 (.03)
Total from investment operations 1.41 1.72 .29

Less distributions:
Dividends from net investment income (.71) (.68) (.30)
Distributions from capital gains (.83) (.40) -
Total distributions (1.54) (1.08) (.30)
Net asset value, end of period $ 10.57 $ 10.70 $ 10.06

Total return 13.22% 17.87% 2.91%

Ratios/Supplemental Data

Net assets, end of year (in millions) $ 44 $ 50 $ 38
Ratio of expenses to average net assets 1.05% 1.11% 1.06%
Ratio of net investment income to
average net assets 6.20% 6.27% 8.89%
Portfolio turnover rate 56% 61% 33%
**Average commission paid per equity share traded $ .0420 - -
</TABLE>

*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.

**Disclosure required for fiscal years beginning after September 1, 1995.

Buffalo Equity Fund, Inc.

The following financial highlights for the periods ended March 31, 1997 and
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, 1997, Annual Report to Shareholders which is
incorporated by reference in this prospectus.

<TABLE>
<CAPTION>
May 19, 1995
(Inception Date)
1997 to March 31, 1996*
</CAPTION>
<S> <C> <C>
Net asset value, beginning of period $ 12.36 $ 10.14

Income from investment operations:
Net investment income .15 .21
Net gains on securities
(both realized and unrealized) 2.51 2.72
Total from investment operations 2.66 2.93

Less distributions:
Dividends from net investment income (.10) (.20)
Distributions from capital gains (.99) (.51)
Total distributions (1.09) (.71)
Net asset value, end of period $ 13.93 $ 12.36

Total return 21.23% 29.11%

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 20 $ 6
Ratio of expenses to average net assets 1.16% 1.06%
Ratio of net investment income to
average net assets 1.35% 2.55%
Portfolio turnover rate 123% 63%
**Average commission paid per equity share traded $ .0492 -
</TABLE>

*Ratios for this initial period of operations are annualized.
Total return is not annualized.

**Disclosure required for fiscal years beginning after September 1, 1995.

Buffalo High Yield Fund, Inc.

The following financial highlights for the periods ended March 31, 1997 and
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, 1997, Annual Report to Shareholders which
is incorporated by reference in this prospectus.

<TABLE>
<CAPTION>
May 19, 1995
(Inception Date)
1997 to March 31, 1996*
</CAPTION>
<S> <C> <C>
Net asset value, beginning of period $ 11.15 $ 10.14

Income from investment operations:
Net investment income .82 .53
Net gains on securities
(both realized and unrealized) .71 1.14
Total from investment operations 1.53 1.67

Less distributions:
Dividends from net investment income (.80) (.53)
Distributions from capital gains (.15) (.13)
Total distributions (.95) (.66)
Net asset value, end of period $ 11.73 $ 11.15

Total return 14.02% 16.67%

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 20 $ 7
Ratio of expenses to average net assets 1.13% 1.03%
Ratio of net investment income to
average net assets 7.63% 7.40%
Portfolio turnover rate 39% 25%
</TABLE>

*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 periods ended March 31, 1997 and
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, 1997, Annual Report to Shareholders which
is incorporated by reference in this prospectus.

<TABLE>
<CAPTION>
May 19, 1995
(Inception Date)
1997 to March 31, 1996*
</CAPTION>
<S> <C> <C>
Net asset value, beginning of period $ 11.36 $ 10.14

Income from investment operations:
Net investment income .08 .15
Net gains on securities
(both realized and unrealized) 3.32 1.61
Total from investment operations 3.40 1.76

Less distributions:
Dividends from net investment income (.05) (.15)
Distributions from capital gains (.61) (.39)
Total distributions (.66) (.54)
Net asset value, end of period $ 14.10 $ 11.36

Total return 29.87% 17.49%

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 27 $ 5
Ratio of expenses to average net assets 1.13% 1.06%
Ratio of net investment income to
average net assets .79% 1.94%
Portfolio turnover rate 88% 123%
**Average commission paid per equity share traded $ .0486 -
</TABLE>

*Ratios for this initial period of operations are annualized.
Total return is not annualized.

**Disclosure required for fiscal years beginning after September 1, 1995.

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 invests 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 declining price of
the underlying security.

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. Buffalo Balanced Fund's
annualized turnover for the period from August 12, 1994 (inception) to March
31, 1995, was 33%, for March 31, 1996, it was 61% and for March 31, 1997, it
was 56%. Commissions paid during the fiscal year ended March 31, 1997,
amounted to $28,619.

Buffalo Equity Fund

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 declining price of
the underlying security.

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. Buffalo Equity Fund's annualized
turnover for the period from May 19, 1995 (inception) to March 31, 1996, was
63% and for the year ended March 31, 1997, it was 123%. Commissions paid
during the fiscal year ended March 31, 1997, amounted to $42,172.

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 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 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 subsequent 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.

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

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. Buffalo High
Yield Fund's annualized turnover for the period from May 19, 1995 (inception)
to March 31, 1996, was 25% and for the year ended March 31, 1997, it was 39%.
Commissions paid during the fiscal year ended March 31, 1997, amounted to
$37,060.

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 invests 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 declining price of
the underlying security.

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. Buffalo USA Global Fund's annualized turnover for the period
from May 19, 1995 (inception) to March 31, 1996, was 123% and for the year
ended March 31, 1997, it was 88%. Commissions paid during the fiscal year
ended March 31, 1997, amounted to $10,257.

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 performance 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. Performance 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

Buffalo Balanced Fund and 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 Balanced Fund may compare
its performance to a hypothetical equal weighted composite of the S&P 500 and
the Merrill Lynch Bond Fund Index, an unmanaged index of corporate bond funds.
Buffalo High Yield Fund may compare its performance to the Merrill Lynch
Corporate Bond Index, an unmanaged index of corporate bonds, Merrill Lynch
High Yield Bond Index, an unmanaged index of high yield bond funds, 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 in-
vest 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 made 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)
effective 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 relevant Fund at 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 Funds

Shareholders may exchange their Fund shares, which have been held in open
account for 15 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 offering 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 or Babson 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
Board 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, 1997, amounted to 1.05% of the Fund.
Investment counsel fees of $444,591 were paid to Kornitzer Capital Management.
The total expenses of Buffalo Equity Fund for the fiscal year ended March 31,
1997, amounted to 1.16%. Investment counsel fees of $135,178 were paid to
Kornitzer Capital Management. The total expenses of Buffalo High Yield Fund
for the fiscal year ended March 31, 1997, amounted to 1.13%. Investment
counsel fees of $129,964 were paid to Kornitzer Capital Management. The total
expenses of Buffalo USA Global Fund for the fiscal year ended March 31, 1997,
amounted to 1.13%. Investment counsel fees of $146,590 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. Yet, it compares favorably with these other advisers when all expenses
to Fund shareholders are taken into account.

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, 1997. 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 ($4,000 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

Buffalo Mutual Funds

Balanced Fund
Equity Fund
High Yield Fund
USA Global Fund

BUFFALO
FUNDS

Jones & Babson, Inc.
2440 Pershing Road
Kansas City, Missouri 64108-2518

1-800-49-BUFFALO
(1-800-492-8332)

7/97

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, 1997

This Statement is not a Prospectus but should be read in conjunction with
the Funds' current Prospectus dated July 31, 1997. 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 3
Buffalo High Yield Fund 4
Buffalo USA Global Fund 4
PERFORMANCE MEASURES 5
TOTAL RETURN 5
HOW THE FUNDS' SHARES ARE DISTRIBUTED 6
HOW SHARE PURCHASES ARE HANDLED 6
REDEMPTION OF SHARES 7
SIGNATURE GUARANTEES 7
MANAGEMENT AND INVESTMENT COUNSEL 8
HOW SHARE PRICE IS DETERMINED 9
OFFICERS AND DIRECTORS 9
CUSTODIAN 12
INDEPENDENT AUDITORS 12
OTHER JONES & BABSON FUNDS 12
DESCRIPTION OF COMMERCIAL PAPER RATINGS 12
FINANCIAL STATEMENTS 13

<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.

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;

3
<PAGE>

(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.

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.

The Buffalo USA Global Fund will not: (1)
purchase the securities of any one issuer, except
the United States government, if immediately

4
<PAGE>

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.

PERFORMANCE MEASURES

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

5
<PAGE>

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 hypo-
thetical $1000 pay-
ment 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
4/1/96-3/31/97 13.22% 21.23%

From commencement
of operations to 3/31/97* 12.79% 27.10%
_____________________________________

* 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
4/1/96-3/31/97 14.02% 29.87%

From commencement
of operations to 3/31/97* 16.50% 25.38%

_____________________________________

* Buffalo High Yield Fund 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, 1997, 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., Scout Balanced Fund, Inc. and AFBA Five
Star 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,

6
<PAGE>

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
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.

7
<PAGE>

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, 1997, from which Jones & Babson, Inc. paid
all the Fund's expenses except those payable
directly by the Fund, was $444,591. 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 Equity Fund during
the most recent fiscal year ended March 31,
1997, from which Jones & Babson, Inc. paid all
the Fund's expenses except those payable
directly by the Fund, was $135,178. 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, 1997, from which Jones & Babson, Inc. paid
all the Fund's expenses except those payable
directly by the Fund, was $129,964. 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, 1997, from which Jones & Babson, Inc. paid
all the Fund's expenses except those payable
directly by the Fund, was $146,590. 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, 1997, Jones & Babson, Inc. paid
Kornitzer Capital Management, Inc., fees in
connection with Buffalo Balanced Fund of
$222,268.

During the most recent fiscal year ended
March 31, 1997, Jones & Babson, Inc. paid
Kornitzer Capital Management, Inc., fees in
connection with Buffalo Equity Fund of
$67,822.

During the most recent fiscal year ended
March 31, 1997, Jones & Babson, Inc. paid
Kornitzer Capital Management, Inc., fees in
connection with Buffalo High Yield Fund of
$65,974.

During the most recent fiscal year ended
March 31, 1997, Jones & Babson, Inc. paid
Kornitzer Capital Management, Inc., fees in
connection with Buffalo USA Global Fund of
$73,332.

8
<PAGE>

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

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.
_______________________________________

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

9
<PAGE>

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.

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.; Vice President, AFBA Five Star
Fund, Inc.

Elizabeth L. Allwood, Vice President and
Assistant Secretary.
Assistant Vice President and Assistant
Secretary, Jones & Babson, Inc. Vice President
and Assistant Secretary, 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,

10
<PAGE>

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.; Secretary, AFBA Five Star Fund,
Inc.

Constance E. Martin, Vice President.
Assistant Vice President, Jones & Babson, Inc.
Vice President, 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.

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

<TABLE>
<CAPTION>
COMPENSATION TABLE

Pension or Estimated Total
Aggregate Retirement Annual Compensation
Name of Compensation Benefits Accrued Benefits From All Babson
Director From each As Part of Fund Upon Funds Paid to
Fund Expenses Retirement Directors**
______________ ____________ ________________ __________ _____________
</CAPTION>
<S> <C> <C> <C> <C>
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
</TABLE>
______________ ____________ __________________ __________ _____________

* 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, 1997. Directors fees are paid by the
Funds' manager and not by the Funds themselves.

11
<PAGE>

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.

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 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.

Jones & Babson also sponsors the AFBA Five
Star 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:

12
<PAGE>

(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
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, 1997, Annual Report to Shareholders, are
incorporated herein by reference.

13
<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 11, 1997, is as follows:

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

Buffalo Balanced Fund 2,758

Buffalo Equity Fund 2,155

Buffalo USA Global Fund 3,726

Buffalo High Yield Fund 1,739

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

Robert T. Rakich 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.

<PAGE>

<ARTICLE> 6
<CIK> 0000919228
<NAME> BUFFALO BALANCED FUND INC

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 43175193
<INVESTMENTS-AT-VALUE> 44778630
<RECEIVABLES> 972056
<ASSETS-OTHER> 7422
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 45758108
<PAYABLE-FOR-SECURITIES> 2009455
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 2009455
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 40281711
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 38454
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1825051
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1603437
<NET-ASSETS> 43748653
<DIVIDEND-INCOME> 387991
<INTEREST-INCOME> 2852164
<OTHER-INCOME> 0
<EXPENSES-NET> 470723
<NET-INVESTMENT-INCOME> 2769432
<REALIZED-GAINS-CURRENT> 4210481
<APPREC-INCREASE-CURRENT> (1590961)
<NET-CHANGE-FROM-OPS> 5388952
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2730978
<DISTRIBUTIONS-OF-GAINS> 2986358
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1078525
<NUMBER-OF-SHARES-REDEEMED> 2102645
<SHARES-REINVESTED> 484825
<NET-CHANGE-IN-ASSETS> (6324727)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 444591
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 470723
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 10.70
<PER-SHARE-NII> .72
<PER-SHARE-GAIN-APPREC> .69
<PER-SHARE-DIVIDEND> .71
<PER-SHARE-DISTRIBUTIONS> 1.54
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.57
<EXPENSE-RATIO> 1.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000933782
<NAME> BUFFALO EQUITY FUND INC

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 20339466
<INVESTMENTS-AT-VALUE> 20047928
<RECEIVABLES> 102251
<ASSETS-OTHER> 59115
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 20209294
<PAYABLE-FOR-SECURITIES> 140172
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 140172
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 18948718
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 62982
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1305856
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (248434)
<NET-ASSETS> 20069122
<DIVIDEND-INCOME> 192228
<INTEREST-INCOME> 143142
<OTHER-INCOME> 0
<EXPENSES-NET> 155089
<NET-INVESTMENT-INCOME> 180281
<REALIZED-GAINS-CURRENT> 2410435
<APPREC-INCREASE-CURRENT> (562926)
<NET-CHANGE-FROM-OPS> 2027790
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 117299
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 995159
<NUMBER-OF-SHARES-REDEEMED> 116210
<SHARES-REINVESTED> 80961
<NET-CHANGE-IN-ASSETS> 14123723
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 135178
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 155089
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 12.36
<PER-SHARE-NII> .15
<PER-SHARE-GAIN-APPREC> 2.51
<PER-SHARE-DIVIDEND> .10
<PER-SHARE-DISTRIBUTIONS> 1.09
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.93
<EXPENSE-RATIO> 1.16
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000933781
<NAME> BUFFALO HIGH YIELD FUND INC

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 19171580
<INVESTMENTS-AT-VALUE> 19478593
<RECEIVABLES> 450550
<ASSETS-OTHER> 331717
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 20260860
<PAYABLE-FOR-SECURITIES> 674255
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 674255
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 19005077
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 33861
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 240654
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 307013
<NET-ASSETS> 19586605
<DIVIDEND-INCOME> 40624
<INTEREST-INCOME> 1118735
<OTHER-INCOME> 0
<EXPENSES-NET> 149769
<NET-INVESTMENT-INCOME> 1009590
<REALIZED-GAINS-CURRENT> 434013
<APPREC-INCREASE-CURRENT> 222732
<NET-CHANGE-FROM-OPS> 1666335
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 975729
<DISTRIBUTIONS-OF-GAINS> 193359
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1192596
<NUMBER-OF-SHARES-REDEEMED> 266952
<SHARES-REINVESTED> 88882
<NET-CHANGE-IN-ASSETS> 12285940
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 129964
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 149769
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 11.15
<PER-SHARE-NII> .82
<PER-SHARE-GAIN-APPREC> .71
<PER-SHARE-DIVIDEND> .80
<PER-SHARE-DISTRIBUTIONS> .95
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.73
<EXPENSE-RATIO> 1.13
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000933779
<NAME> BUFFALO USA GLOBAL FUND INC

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 26172997
<INVESTMENTS-AT-VALUE> 26927708
<RECEIVABLES> 58979
<ASSETS-OTHER> 665120
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 27651807
<PAYABLE-FOR-SECURITIES> 560126
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 560126
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 25129731
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 47632
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1085376
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 828942
<NET-ASSETS> 27091681
<DIVIDEND-INCOME> 172123
<INTEREST-INCOME> 111310
<OTHER-INCOME> 0
<EXPENSES-NET> 166708
<NET-INVESTMENT-INCOME> 116725
<REALIZED-GAINS-CURRENT> 1878723
<APPREC-INCREASE-CURRENT> 619611
<NET-CHANGE-FROM-OPS> 2615059
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 69093
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 793347
<NUMBER-OF-SHARES-SOLD> 1536130
<NUMBER-OF-SHARES-REDEEMED> 113650
<SHARES-REINVESTED> 58002
<NET-CHANGE-IN-ASSETS> 22077476
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 146590
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 166708
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 11.36
<PER-SHARE-NII> .08
<PER-SHARE-GAIN-APPREC> 3.32
<PER-SHARE-DIVIDEND> .05
<PER-SHARE-DISTRIBUTIONS> .66
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.10
<EXPENSE-RATIO> 1.13
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

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 30, 1997
in this post-effective amendment to the Registration Statement
(Form N-1 A) and related Prospectus of Buffalo Balanced Fund,
Buffalo Equity Fund, Buffalo High Yield 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 15, 1997