Exhibit (a)(2)

                             ARTICLES SUPPLEMENTARY

                                       to

                            ARTICLES OF INCORPORATION

                                       of

                              FAIRHOLME FUNDS, INC.


         THIS IS TO CERTIFY that FAIRHOLME FUNDS, INC., a Maryland corporation
having its principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

                  FIRST: Pursuant to the authority of the Corporation's Board of
Directors to classify and reclassify unissued shares of capital stock of the
Corporation, the Board of Directors has reclassified 50,000,000 unissued shares
of the Corporation's Common Stock, par value $.0001 per share, as 50,000,000
shares of Common Stock of the Fairholme Fund, a series of the Corporation, par
value $.0001 per share, by setting or changing the preferences, conversion or
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption thereof as hereinafter
set forth.

                  SECOND: The shares of Common Stock of the Fairholme Fund as so
reclassified by the Corporation's Board of Directors shall have the relative
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption of the shares of Common Stock of the Fairholme Fund as set forth in
Article EIGHTH, Section 8.1, of the Corporation's Articles of Incorporation and
shall be subject to all provisions of the Articles of Incorporation relating to
stock of the Corporation generally.

                  THIRD: The shares aforesaid have been duly reclassified by the
Corporation's Board of Directors pursuant to authority and power contained in
the Corporation's Articles of Incorporation.




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IN WITNESS WHEREOF, Fairholme Funds, Inc. has caused these Articles
Supplementary to be executed by its President and attested by its Secretary and
its corporate seal to be affixed on this 5th day of May, 2005. The President of
the Corporation who signed these Articles Supplementary acknowledges them to be
the act of the Corporation and states under the penalties of perjury that to the
best of his knowledge, information and belief the matters and facts relating to
approval hereof are true in all material respects.



                                            FAIRHOLME FUNDS, INC.


                                            By:      /s/ Bruce R. Berkowitz
                                                     --------------------------
                                                     Name:  Bruce R. Berkowitz
                                                     Title: President




Attested:     /s/ Keith D. Trauner
              -----------------------------------
              Name:   Keith D. Trauner
              Title:  Secretary



SK 22146 0003 654546