NOTICE AND PROXY STATEMENT


                    NAIC GROWTH FUND, INC.

       NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS

                        MAY 15, 1997


To the shareholders of the NAIC Growth Fund, Inc.:

Notice is hereby given that the 1997 Annual Meeting of 
Shareholders (the "Meeting") of the NAIC Growth Fund, Inc. 
(the "Fund") will be held at the Fund's principal executive 
offices located at 711 West Thirteen Mile Road, Madison 
Heights, Michigan, on Thursday, May 15, 1997 at 2:00 p.m. 
for the following purposes:

1.  To elect a Board of nine (9) Directors;

2.  To ratify or reject the selection of Arthur Andersen LLP 
as independent auditors of the Fund for the calendar year 
ending December 31, 1997; and

3.  To act upon such other business as may properly come 
before the Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on 
March 21, 1997 as the record date for the determination of 
shareholders entitled to vote at the Meeting or any 
adjournment thereof.

You are cordially invited to attend the Meeting.  
Shareholders who do not expect to attend the Meeting in 
person are requested to complete, date and sign the enclosed 
proxy form and return it promptly in the envelope provided 
for that purpose.  The enclosed proxy is being solicited on 
behalf of the Board of Directors of the Fund.

                  By Order of the Board of Directors




                  Lewis A. Rockwell
                  Secretary

April 9, 1997





                       PROXY STATEMENT


                    NAIC GROWTH FUND, INC.
                  711 West Thirteen Mile Road
               Madison Heights,  Michigan 48071



              1997 Annual Meeting of Shareholders
                         May 15, 1997




INTRODUCTION

This Proxy Statement is furnished in connection with the 
solicitation of proxies on behalf of the Board of Directors 
of NAIC Growth Fund, Inc., a Maryland corporation (the 
"Fund"), to be voted at the 1997 Annual Meeting of 
Shareholders of the Fund (the "Meeting"), to be held at the 
executive offices of the National Association of Investors 
Corporation, 711 West Thirteen Mile Road, Madison Heights, 
Michigan 48071, at 2:00 p.m. on May 15, 1997.  The 
approximate mailing date of this Proxy Statement is April 9, 
1997.

All properly executed proxies received prior to the Meeting 
will be voted at the Meeting in accordance with the 
instructions marked thereon or otherwise as provided 
therein.

Unless instructions to the contrary are marked, proxies will 
be voted for the election of nine Directors and for the 
ratification of the independent auditors.  Any proxy may be 
revoked at any time prior to the exercise thereof by giving 
written notice to the Secretary of the Fund.

The Directors have fixed the close of business on March 21, 
1997 as the record date for the determination of 
shareholders entitled to notice of and to vote at the 
Meeting and at any adjournment thereof.  Shareholders on the 
record date will be entitled to one vote for each share 
held, with no shares having cumulative voting rights.  As of 
December 31, 1996, the Fund had outstanding 743,821 shares 
of common stock, par value $0.001 per share.  To the 
knowledge of management of the Fund no person owned 
beneficially more than 5% of its outstanding shares at such 
date.

To the knowledge of the Fund as of December 31, 1996, the 
following number of shares of the Fund's common stock $0.001 
par value were beneficially owned by each director and by 
all directors and officers of the Fund as a group:

                          Number of Shares 
                       and Nature of Beneficial 
                           Ownership as of       Percent         
            Owner       December 31, 1996 (a)   of Class

All Officers and Directors
as a group (9 persons)           19,275             2.59

Thomas E. O'Hara                  3,653               *

Kenneth S. Janke                  5,770               *

Lewis A. Rockwell                 5,509               *

Peggy L. Schmeltz                 2,969               *

Cynthia P. Charles                  649               *

Carl A. Holth                       523               *

William T. Endicott                   0               *

James M. Lane                         0               *

Benedict J. Smith                   202               *

(a)  The nature of beneficial ownership of shares shown in 
this column is sole voting investment power unless otherwise 
indicated.  The shares shown for Messrs. O'Hara, Janke and 
Rockwell include 3,123 shares owned by the Mutual Investment 
Club of Detroit Limited Partnership, a Michigan limited 
partnership, of which Messrs. O'Hara, Rockwell and Janke are 
general partners.  The individual retirement accounts of 
Messrs. O'Hara and Janke are limited partners of the Mutual 
Investment Club of  Detroit Limited Partnership.  The shares 
shown for Messrs. O'Hara and Janke also include 110 shares 
owned by the National Association of Investors Corporation 
and held by NAIC Associates, a Michigan co-partnership, a 
nominee partnership in which 	 Messrs. O'Hara, Janke and 
James A. Sobol (Comptroller of the Investment Adviser) are 
the sole partners.  The shares shown for Mr. Rockwell 
include 2,385 shares owned jointly with his wife.  The 
shares shown for Mr. Janke include 2,537 shares owned by a 
trust of which he is trustee.  The shares shown for Mrs. 
Charles include 323 shares owned jointly with her children.  
The shares shown for Mr. Holth are owned by a pension trust 
of which he is trustee. 

*  Less than 1%.


The Directors have elected three (3) officers for the Fund.  
The following sets forth information concerning each of 
these officers:
                                                 Served
          Office             Name and Age        Since

Chairman of the Board and  Thomas E. O'Hara-81    1989
Chief Executive Officer

President, Chief Operating Kenneth S. Janke-62    1989
Officer and Treasurer

Secretary                  Lewis A. Rockwell-78   1989


The Fund has no standing audit, nominating or compensation 
committees of the Board of Directors, or committees 
performing similar functions.  The Fund has a Management 
Proxy Committee comprised of Messrs. O'Hara and Janke to 
cast votes represented by properly executed proxies.

A copy of the Fund's Annual Report for the year ended 
December 31, 1996, including audited financial statements, 
has been included with this proxy statement.

The Directors of the Fund know of no business other than 
that mentioned in Items 1 and 2 of the Notice of Meeting 
which will be presented for consideration at the Meeting.  
If any other matter is properly presented, it is the 
intention of the persons named in the enclosed proxy to vote 
in accordance with their best judgment.


                        PROPOSAL NO. 1
                   (Election of Directors)

A Board of nine (9) Directors to serve for a term of one (1) 
year, or until their successors are elected and qualified, 
is to be elected at the Meeting.  Unless authorization to do 
so is withheld, it is intended that the proxies will be 
voted for the election of the nominees named below.  If any 
nominee becomes unavailable for election, an event not now 
anticipated by the Board of Directors, the proxy will be 
voted for such other nominee as may be designated by the 
Board of Directors.  All nominees are presently Directors of 
the Fund and have consented to continuing as Directors.  
Listed below are all nominees and their backgrounds.

Nominee Directors


Thomas E. O'Hara *  81   Chairman of the Board,    1989                       
                         Chief Executive Officer
                         and Director

Chairman of the Board and Trustee of the National  
Association of Investors Corporation, the Fund's Investment  
Adviser (the "Investment Adviser").


Kenneth S. Janke *  62   Director, President,      1989
                         Chief Operating Officer 
                         and Treasurer 
 
President and Trustee of the Investment Adviser; 
Director,AFLAC; Partner, NAIC Associates.


Lewis A. Rockwell * 78   Director and Secretary    1989

Attorney and Counsel to the law firm of Bodman, Longley
& Dahling LLP, counsel to the Fund and the Investment
Adviser (January, 1990 to present); attorney and member of 
the law firm of Rockwell and Kotz, P.C. (December, 1982 to 
January 1990); Trustee and Secretary of the Investment 
Adviser.


Peggy L. Schmeltz * 69   Director                  1989

Adult Education Teacher. 


Cynthia P. Charles  75   Director                  1989

Retired.


Carl A. Holth       63   Director                  1989

President and Director, Greater Detroit Capital Corporation; 
Financial Consultant and President of Carl A. Holth & 
Associates, Inc. (a private financial consulting and 
business appraising firm located in Grosse Pointe Woods, 
Michigan).


William T. Endicott  50  Director                  1995

Consultant, Hutner Capital Management (1996-Present); 
Consultant, Pulsifer & Hutner, Inc. (1991-1996).


Benedict J. Smith  77    Director                  1996

Retired; Senior Vice President, Manufacturers Bank (1970-
1987); Director and Treasurer, Detroit Executive Service 
Corps.; Director, Vista Maria; Trustee, Henry Ford Health 
System, Behavioral Services.

James M. Lane      67    Director                  1997

Retired; Senior Vice President, NBD Bank (1982- 1994);  
Trustee for Wheaton College, William Tyndale College, 
Baseball Chapel, Inc., Christian Camps, Inc.,and Financial 
Analysts Society.


* An `interested person' of the Fund within the meaning of 
Section 2(a)(19) of the Investment Company Act of 1940.

There were four (4) meetings of the Board of Directors held 
during the past year.  Each Director attended at least 75% 
of the meetings of the Board of Directors during 1996, 
except Mr. Robert Eldred who has resigned as Director 
effective December 5, 1996.


         Compensation of Directors and Officers
                and Ownership Reports


The Directors of the Fund who are not affiliated with the 
Investment Adviser or the Investment Adviser's affiliates 
are paid $1,000 per year plus $100 per meeting attended.  
All other officers and directors, including the Chairman, 
President and Secretary, are not compensated by the Fund, 
except for out-of-pocket expenses relating to attendance at 
meetings and other operations of the Fund.

Directors and officers of the Fund and certain of its 
affiliates and beneficial owners of more than 10% of the 
Fund's common stock are required to file initial reports of 
ownership and reports of changes in ownership of the Fund's 
common stock pursuant to Section 16(a) of the Securities 
Exchange Act of 1934, as amended.  The Fund has reviewed 
such reports received by it and written representations of 
such persons who are known by the Fund, and based solely 
upon such review, the Fund believes that during the year 
ended December 31, 1996 all filing requirements were met. 


                  Investment Advisor


The Fund has entered into an Investment Advisory Agreement 
dated October 2, 1989, as amended, between the National 
Association of Investors Corporation (the "Investment 
Adviser") and the Fund (the "Advisory Agreement").  The 
shareholders approved the continuance of the Advisory 
Agreement through June 30, 1993 and modification to the 
Advisory Agreement at the Annual Meeting of Shareholders 
which was held on May 21, 1992.  The Advisory Agreement, 
which became effective on July 2, 1990, continues in effect 
for a period of two years from its effective date and 
thereafter only so long as such continuance is specifically 
approved at least annually by the Board of Directors of the 
Fund or by a vote of the majority of the outstanding voting 
securities of the Fund.  The continuance of the Advisory 
Agreement through June 30, 1998 was approved by the Board of 
Directors of the Fund at its meeting on December 5, 1996.

The Investment Adviser is a Michigan nonprofit corporation 
which provides investment education and advisory services.  
The address of the Investment Adviser is the same as the 
Fund.  Messrs. O'Hara, Janke and Rockwell, who are directors 
and officers of the Fund, are also trustees and officers of 
the Investment Adviser.  See `Proposal No. 1 - Nominee 
Directors.'  The Fund is the Investment Adviser's sole 
advisory client.  A copy of the consolidated balance sheet 
as of September 30, 1996 of National Association of 
Investment Clubs Trust, which wholly owns the Investment 
Adviser, is attached hereto as Exhibit A.

The following table set forth the name, title and principal 
occupation of the officers and trustees of the Investment 
Adviser.  The address of each is the address of the Fund.

                 Position With National      Other
                Association of Investors    Principal
     Name      Corp.(Investment Advisor)  Occupation 

Warren B. Alexander    Trustee      Retired

Donald E. Danko        Trustee      Managing Editor of
                                    Better Investing.

Lorrie Gustin          Trustee      Consultant, Stand In
                                    Office Services;
                                    (1995-Present) Vice
                                    President of W.R.
                                    Gustin & Associates,
                                    Inc. (1956-1995).

Robert W. Hague         Trustee     Investment adviser
                                    for SIGMA Investment
                                    Counselors (1989-
                                    Present); Senior
                                    Vice President of
                                    Federal-Mogul
                                    Corporation 1964-
                                    1989).

Richard H. Holthaus    Trustee      Vice President, 
                                    Fleishman-Hillard 
                                    (1992-Present); 
                                    Senior Vice 
                                    President, 
                                    Christensen & 
                                    Associates (1989- 
                                    1992);
                                    Vice President of 
                                    Investor Relations
                                    for CitiCorp-
                                    CitiBank
                                    (1971-1989).

Kenneth S. Janke      Trustee       None.
                      and President

Kenneth R. Lightcap   Trustee        Weller, O'Sullivan,  
                                     Zucherman & 
                                     Lightcap,    
                                     President, Director      
                                     Public Relations,     
                                     Pedone & Partners     
                                     (1994-1996);
                                     Managing
                                     Director,Manning
                                     Selvage & Lee
                                     (1992-1993); Vice
                                     President of
                                     Shareholder 
                                     Relations,
                                     Reebok Int'l, Ltd., 
                                     (1989-1991); Vice
                                     President of Public
                                     Affairs and
                                     Investor Relations
                                     Chesebrough-Ponds,
                                     Inc.(1976-1989).

Leroy F. Mumford       Trustee      President of PlanCon
                                     Associates, Inc.
                                     (1982-Present).

Thomas E. O'Hara       Trustee       None.
                       and Chairman
                       of the Board

Lewis A. Rockwell      Trustee and   Counsel to the law
                       Secretary     firm of Bodman,
                                     Longley & Dahling
                                     LLP (1990-Present);
                                     Member of the law
                                     firm of Rockwell
                                     and Kotz, P.C.
                                     (1982-1990);
                                     President,Director,
                                     Secretary,Sunshine-
                                     Fifty, Inc.

Ralph L. Seger, Jr.    Trustee       President, Seger-
                                     Elvekrog, Inc.
                                     (1981-Present)

Sharon Vuinovich       Trustee       Regional Vice
                                     President,
                                     McDonald's Corp.

Peggy L. Schmeltz      Trustee       Adult Education 
Teacher.

Elizabeth N. Hamm      Trustee       Adult Education 
Teacher.




The Investment Adviser is wholly owned by the National 
Association of Investment Clubs Trust (the "Trust"), a trust  
formed under Michigan law.  The address of the Trust is the 
address of the Fund.  The trustees of the Investment Adviser 
are also the trustees of the Trust.  No officer, director or 
trustee of the Fund or the Investment Adviser has any direct 
or indirect interest in the Investment Adviser or the Trust.


                 Advisory Agreement


The Advisory Agreement provides that, subject to the 
direction of the Board of Directors of the Fund, the 
Investment Adviser is responsible for the actual management 
of the Fund's portfolio.  The responsibility for making 
decisions to buy, sell or hold a particular security rests 
with the Investment Adviser, subject to review by the Board 
of Directors of the Fund. 


                    Fees and Expense


For the services provided by the Investment Adviser under 
the Advisory Agreement, the Fund is to pay to the Investment 
Adviser a monthly fee at an annual rate of three-quarters of 
one percent (0.75%) of the weekly net assets of the Fund, 
which fee is higher than those paid by most other investment 
companies; however, if the weekly net asset value of the 
Fund is below Three Million Eight Hundred Thousand and 
00/100 ($3,800,000.00) Dollars,  no Investment Adviser's fee 
will be paid or accrued by the Fund to the Investment 
Adviser for that week.  The Investment Adviser waived its 
fees from 1991 through 1995 and has waived all of its fees 
for 1996, except with respect to certain costs and expenses 
incurred by the Investment Adviser in connection with the 
Fund which are anticipated to be approximately six percent 
(6%) of the three-quarters of one percent (0.75%) fees for 
1997, or forty-five hundredth of one percent (0.045%). The 
Fund made no material payments to the Investment Adviser in 
1996.

In addition to the fee of the Investment Adviser, the Fund 
pays all of the other costs and expenses of its operation 
including, among other things, expenses for legal and 
auditing services, costs of printing proxies, stock 
certificates and shareholder reports, charges of the 
custodian, transfer agent, Securities and Exchange 
Commission fees, fees and expenses of unaffiliated 
directors, accounting and pricing costs, membership fees and 
trade associations, insurance, interest, brokerage costs, 
taxes, stock exchange listing fees and expenses, expenses of 
qualifying the Fund's shares for sale in various states and 
other miscellaneous expenses properly payable by the Fund.  
The Advisory Agreement provides that in the event the 
average weekly net asset value of the Fund falls below Three 
Million Eight Hundred Thousand and 00/100 ($3,800,000.00) 
Dollars, the Investment Adviser will not be paid its fee, 
nor will such fee be accrued.  The Advisory Agreement 
provides that the Fund may not incur annual aggregate 
expenses in excess of two percent (2%) of the first Ten 
Million and 00/100 ($10,000,000.00) Dollars of the Fund's 
average net assets, one and one-half percent (1 1/2%) of the 
next Twenty Million and 00/100 ($20,000,000.00) Dollars of 
the average net assets, and one percent (1%) of the 
remaining average net assets for any fiscal year.  Any 
excess expenses shall be the responsibility of the 
Investment Adviser.  The pro rata portion of the estimate 
annual excess expenses will be offset against the Investment 
Adviser's monthly fee.  In the event such amount exceeds the 
fee payable in any month, no fees shall be collected by the 
Investment Adviser at such time.


                       Termination


The Advisory Agreement is not assignable.  The Advisory 
Agreement may be terminated at any time without the payment 
of any penalty by the Board of Directors of the Fund or by a 
vote of the majority of the outstanding voting securities of 
the Fund.  The Investment Adviser may terminate the Advisory 
Agreement upon sixty days notice to the Fund.


                         Use of Name


The Investment Adviser has become well known through its 
educational activities and publications.  The Fund had no 
prior operating history and therefore at the time of the 
initial offering was not well known.  As a result, the 
Investment Adviser consented to allow the Fund to use NAIC 
as part of the Fund's name.  The Fund acknowledges that the 
Investment Adviser may withdraw from the Fund the use of its 
name, however in doing so, the Investment Adviser agrees to 
submit the question of continuing the Advisory Agreement to 
a vote of the Fund's shareholders at that time.   The 
Advisory Agreement also reserves the right of the Investment 
Adviser to grant the use of its name in whole or in part to 
another investment company or business enterprise.  However, 
the Investment Adviser agrees to submit the question of 
continuing the Advisory Agreement to the vote of the Fund's 
shareholders at that time.  


            Portfolio Transactions and Brokerage


Subject to the policies established by the Board of 
Directors of the Fund, the Investment Adviser is primarily 
responsible for the execution of the Fund's portfolio 
transactions and the allocation of brokerage.  In executing 
such transactions, the Investment Adviser seeks to obtain 
the most favorable execution and price taking into account 
such factors as price, size of order, difficulty of 
execution and operation of facilities of the firm involved 
and the firm's risk in positioning a block of securities. 

The Investment Adviser and the Fund have no obligations to 
deal with any broker or group of brokers in executing 
transactions in portfolio securities.  The Investment 
Adviser is also authorized to consider, in selecting brokers 
or dealers with which such orders may be placed, certain 
statistical, research and other information or services 
furnished to the Investment Adviser by brokers or dealers 
(the terms "statistical, research and other information or 
services" include advice as to the value of securities, the  
responsibility of investing in, purchasing or selling 
securities; the availability of securities or purchasers or 
sellers of securities; and the furnishing of analysis and 
reports concerning issuers, industries, securities, economic 
factors and trends, and portfolio strategy in the 
performance of accounts).  The Investment Adviser may pay a 
broker a commission in excess of that which another broker 
might charge in recognition of the value of the statistical, 
research and other information provided by such broker. 

The Investment Adviser will also make recommendations as to 
the manner in which voting rights, rights to consent to 
corporate action or other rights pertaining to the Fund's 
portfolio securities will be exercised.

A substantial portion of the securities in which the Fund 
will invest may be traded in the over-the-counter market, 
and the Fund intends to deal directly with the dealers who 
make markets in the securities involved, except in those 
circumstances where better prices and execution are 
available elsewhere.  Under the 1940 Act, persons affiliated 
with the Fund are prohibited from dealing with the Fund as 
principal in the purchase and sale of securities.  Since 
transactions in the over-the-counter market usually involve 
transactions with dealers acting as principal for their own 
account, the Fund will not deal with affiliated persons in 
connection with such transactions.  However, affiliated 
persons of the Fund may serve as its broker in the over-the-
counter market and other transactions conducted on an agency 
basis. 

The Board of Directors of the Fund has adopted certain 
policies incorporating the standards of Rule 17e-1 issued by 
the Securities and Exchange Commission under the 1940 Act, 
which require that the commissions paid to affiliates of the 
Fund, or to affiliates of such persons, must be reasonable 
and fair compared to the commissions, fees or other 
remuneration received or to be received by other brokers in 
connection with comparable transactions involving similar 
securities during a comparable period of time.  The rule and 
procedures also contain review requirements and require the 
Investment Adviser to furnish reports to the Board of 
Directors of the Fund and to maintain records in connection 
with such reviews.  After consideration of all factors 
deemed relevant, the Board of Directors of the Fund will 
consider from time to time whether the advisory fee will be 
reduced by all or a portion of the brokerage commission 
given to brokers that are affiliated with the Fund.

The aggregate dollar amount of brokerage commissions paid by 
the Fund during its fiscal year ended December 31, 1996 was 
$6,901.



                    PROPOSAL NO. 2
           (Selection of Independent Accounts)


The Board of Directors has selected Arthur Andersen LLP, 
independent accountants, to examine the financial statements 
of the Fund for the year ending December 31, 1997.  Unless a 
contrary specification is made, the accompanying proxy will 
be voted in favor of ratifying the selection of such 
accountants.  Representatives of Arthur Andersen LLP are 
expected to be present at the Meeting where they will have 
the opportunity to make a statement if they desire to do so, 
and will be available to respond to appropriate questions.  
There has been no change in the Fund's accountants since the 
creation of the Fund.  The Board of Directors recommends 
that shareholders vote "FOR" the ratification of Arthur 
Andersen LLP as the independent accountants for the Fund.



                 PROPOSALS OF SHAREHOLDERS


Shareholder proposals for the 1998 Annual Meeting of 
Shareholders must be received by the Fund at P.O. Box 220, 
Royal Oak, Michigan 48068 before the close of business on 
December 10, 1997 for consideration for inclusion in the 
Fund's proxy statement.  Shareholder proposals should be 
addressed to the attention of the Fund's Secretary.


                    MISCELLANEOUS


The Board of Directors is not aware of any other business 
that will be presented for action at the Meeting.  If any 
other business comes before the Meeting, the Management 
Proxy Committee has been directed by the Board of Directors 
to cast such votes at its discretion.  The cost of preparing 
and mailing the notice of meeting, proxy statement and proxy 
to the shareholders will be borne by the Fund.

                By Order of the Board of Directors


April 9, 1997


                 Lewis A. Rockwell, Secretary

























Exhibit A

                 Independent Auditor's Report

To the Directors and Stockholders 
National Association of Investment
Clubs Trust and Subsidiaries


We have audited the accompanying consolidated statement of 
financial position of National Association of Investments 
Clubs Trust and subsidiaries (a not-for-profit corporation) 
as of September 30, 1996 and 1995 and the related 
consolidated statements of activities and changes in trust 
net assets and cash flows for the year ended September 30, 
1996.  These consolidated financial statements are the 
responsibility of the Trust's management.  Our 
responsibility is to express an opinion on these 
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally 
accepted auditing standards.  Those standards require that 
we plan and perform the audits to obtain reasonable 
assurance about whether the financial statements are free of 
material misstatement.  An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures 
in the financial statements.  An audit also includes 
assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the 
overall financial statement presentation.  We believe that 
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements 
referred  to above present fairly, in all material respects 
the financial position of National Association of Investment 
Clubs Trust and subsidiaries as of September 30, 1996 and 
1995 and the changes in their net assets and their cash 
flows for the year ended September 30, 1996, in conformity 
with generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial 
statements, the Trust changed its methods of accounting for 
investments and financial presentation in 1996.


Plante & Moran, LLP

November 15, 1996  







      National Association of Invesement Clubs Trust and         
                           Subsidiaries
                 (a not-for-profit corporation)
                    Consolditaed Balance Sheet
                    September 30, 1996 and 1995

                                        1996          1995

Assets

Current Assets
   Cash and cash equivalents        $4,358,202    $ 
1,218,700
   Investments (Note 2)              4,805,230      
4,158,954
   Accounts Receivable
   (less allowance for uncollectible
   accounts $27,910)                  306,154         
277,591
   Inventories                        295,172         
198,804
   Defered tax asset (Note 4)          12,889           
5,398
   Federal income taxes refundable         -           
41,400
   Prepaid expenses and other         185,934         
119,962

          Total current assets      9,963,581       
6,020,809

Property, Buildings and Equipment 
     (Note 3)                       2,367,797       
2,019,085

Other Assets
   Investments-Deferred 
     compensation                     541,547         
285,737

          Total assets            $12,872,925     $ 
8,325,631

Liabilities and Trust Equities

Current Liabilities
   Accounts payable                $   507,818   $    
390,826
   Deferred revenue                  4,400,206      
3,037,206
   Accured compensation                254,357         
84,647
   Other accrued liabilities           407,669         
90,045
   Federal income taxes payable        210,822              
- -

      Total current libabilities     5,780,872      
3,602,724

Deferred Compensation                  541,072        
285,261
Deferred Tax Liability (Note 4)        293,865        
265,374

      Total liabilities              6,615,809      
4,153,359

Trust Net Assets - Unrestriced       6,257,116      
4,172,272
    
       Total liabilities and 
        trust net assets            $12,872,925   $ 
8,325,631

       National Association of Investment Clubs Trust and    
                          Subsidiaries
                  (a not-or-profit corporation)
              Notes to Consolidated Financial Statements
                      September 30,1996

Note 1-Nature of Operations and Significant Accounting 
Policies

The consolidated financial statements include the accounts 
of National Association of Investment Clubs Trust and its 
wholly-owned subsidiaries, National Association of Investors 
Corporation, NAIC Investor Advisory Service Corporation and 
National Investors Association (collectively, the Trust).  
All significant intercompany transactions have been 
eliminated in consolidation.

The Trust is engaged principally in providing its members 
with the tools to make informed investment decisions in the 
common stock market.  Revenue consists primarily of 
membership dues, subscriptions, and sales of publications 
and market analysis tools to members throughout the country.

Revenue Recognition - Membership dues and publication 
subscriptions are deferred and recognized ratably over the 
applicable term.  Advertising revenue is recognized at the 
time of the publications.  Sales revenue is recognized at 
the time of shipment to members. 

Cash Equivalents - The Trust considers all highly liquid 
investments purchased with an original maturity of three 
months or less to be cash equivalents.

Investments - Investments in equity securities with readily 
determinable fair market value and in all debt securities 
are recorded at fair market value. 

Inventories - Inventories consist primarily of investment 
software, books and publications for sale to members, 
recorded at the lower of cost or market value determined 
using the first-in, first-out method.

Property, Buildings and Equipment - Property, buildings and 
equipment are recorded at cost.  Depreciation is computed 
principally on the straight-line method over the estimated 
useful lives of the assets.  Costs of maintenance and 
repairs are charged to expense when incurred. 

Income Taxes - The Trust and its subsidiaries are not exempt 
from income taxes.  A current tax liability or asset is 
recognized for estimated taxes payable or refundable on tax 
returns for the year.  Deferred tax liabilities or assets 
are recognized for the estimate future tax effects of 
temporary differences between financial reporting and tax 
accounting and operating loss carryforwards.  

Profit-Sharing Plan - The Trust has a defined contribution 
profit-sharing plan covering substantially all employees 
with more than one year of service.  The benefits are based 
on years of service and discretionary employer contributions 
based on net profit of the Trust as a percentage of 
participants' wages.  Profit-sharing expense for fiscal 1996 
totaled $124,810.

Fair Value of Financial Instruments - The fair value of the 
Trust's short-term financial instruments, including cash and 
cash equivalents, trade accounts receivable and payable, and 
accrued liabilities, approximate the carrying amounts due to 
the short maturity of such instruments.  The Trust's 
investments in debt and equity securities are carried at 
fair value based on quoted market prices.

Use of Estimate - The preparation of financial statements in 
conformity with generally accepted accounting principles 
requires management to make estimates and assumptions that 
affect the reported amounts of assets and liabilities, 
disclosure of contingent assets and liabilities and the 
reported amounts of revenue and expenses.  Actual results 
could differ from those estimates.

Functional Allocation of Expenses - The costs of providing 
the Trust's member services totaled $11,864,829 and its 
management and general costs toted $555,700 or 1996.  

Change in Accounting and Presentation  - The Trust changed 
its method of accounting for investments in 1996, in 
accordance with provisions of Statement of Financial 
Accounting Standards No. 124 which requires that certain 
investments be carried at fair value.  This change was 
implemented by retroactively restating beginning trust net 
assets at October 1, 1995, and the accompanying 1995 
statement of financial position, resulting in an increase in 
trust net assets at October 1, 1995 of $572,349, comprised 
of an increase in the recorded amount of investments of 
$863,559 and recognition of a corresponding deferred tax 
liability of $291,210, and a net increase in 1995 of net 
change in trust net assets of $218,982.

In addition, the 1995 statement of financial position 
presentation has been retroactively restated to conform with 
the current year presentation format and Statement of 
Financial Accounting Standards No. 117.

Note 2 - Investments

Investment, stated at fair value, consist of the following:

                                    1996            1995

U.S. government securities      $1,294,693     $1,403,131
Corporate bonds                    234,070         81,900
Equity securities                2,052,120      1,697,744
Certificate of deposit             982,376        815,421
Mutual funds                       241,971        160,758

    Total                       $4,805,230     $4,158,954

Investment income for the year ended September 30, 1996 
consists of the following:
   
    Dividend and interest          $ 337,252
    Realized gains                    32,935
    Net unrealized gains and losses  218,982

     Total                         $ 589,169

Note 3 - Property, Buildings and Equipment

Property, buildings and equipment are summarized as follows:

                                     1996            1995

   Land                          $  163,197      $  229,197
   Buildings and improvements     1,497,704       1,432,499
   Machinery and equipment          868,605         654,384
   Furniture and fixtures           466,961         430,648
   Vehicles                          51,217          48,783

       Total cost                 3,047,684       2,795,511

Less accumulated depreciation       679,887         776,426

      Total                      $2,367,797       $2,019,085

Depreciation expense for the year ended September 30, 1996 
totaled $191,256.

Note 4 - Income taxes

The provision for income taxes for the year ended September 
30, 1996 is as follows:

       Current                    $950,916
       Deferred                     21,000

          Total tax provision     $971,916

A reconciliation of the provision for income taxes from 
continuing operations to income taxes computed by applying 
the statutory United States federal tax rate to  income 
before taxes is as follows:

Tax, computed at 34 percent of pretax income   $1,039,298
Effect of nontaxable income                      (67,382)

          Total tax expense                    $  971,916


The details of the net deferred tax liability are as 
follows:

                                    1996            1995

Total deferred tax liabilities   $(362,525)      $(477,829)
Total deferred tax assets          102,549         196,853

      Net deferred tax liability  (259,976)       (280,976)

Deferred tax liabilities result primarily from use of 
accelerated depreciation for tax reporting purposes and 
unrealized gains on investments.  Deferred tax assets result 
from expenses recorded for financial reporting purposes but 
not currently deductible for tax purposes.

Cash paid for income taxes totaled $673,978 for the year 
ended September 30, 1996.

Note 5 - Low Cost Investment Plan

The Trust acts as agent for members for the purchase of 
shares of corporations that have a dividend reinvestment 
plan and are willing to accept the Trust's purchases on 
behalf of members.  Funds received from members for such 
purchases are placed in escrow prior to the periodic 
purchase dates specified by each corporation's dividend 
reinvestment agent.  At September 30, 1996 and 1995, member 
funds held in escrow by the Trust totaled approximately 
$196,000 and $348,000 respectively.  Although these funds 
are held by the Trust, they are excluded from the 
accompanying consolidated statement of financial position 
since they are not assets of the Trust.

 



























                 NAIC GROWTH FUND, INC.


     The undersigned hereby appoints Thomas E. O'Hara and 
Kenneth S. Janke, jointly and severally, proxies, with full 
power of substitution, to represent the undersigned at the 
Annual Meeting of Shareholders of the NAIC Growth Fund, 
Inc., to be held at the offices of the National Association 
of Investors Corporation, 711 West Thirteen Mile Road, 
Madison Heights, Michigan, on Thursday, May 15, 1997 at 2:00 
o'clock in the afternoon, or at any adjournments thereof, 
and to vote all shares of common stock which the undersigned 
is entitled to vote, and act with all the powers the 
undersigned would possess if personally present at the 
meeting:

1.  The election of the following persons 
as Directors of the Fund to hold office 
until the next annual meeting and until 
their successors shall have been elected 
and qualified:

                                        For  Against 
Withheld
Thomas E. O'Hara    Kenneth S. Janke
Lewis A. Rockwell   Carl A. Holth 
Peggy L. Schmeltz   Cynthia P. Charles
William T. Endicott James M. Lane
Benedict J. Smith

A VOTE FOR ANY OF THE ABOVE MAY BE 
WITHHELD BY LINING OUT THEIR NAME(S).


2.  The selection of Arthur Andersen LLP 
as independent accountants for the Fund's 
year ending December 31, 1997.

3.  In their discretion, for or against 
such other matters as may properly come 
before the Meeting or any adjournment or 
adjournments thereof.

The Board of Directors recommends a vote "For" items 1 and 
2.









     Unless otherwise directed herein, the proxy or proxies 
appointed hereby are authorized to vote "FOR" items 1 and 2, 
and to vote in their discretion with respect to all other 
matters which may come before the meeting.

     If only one of the above-named proxies shall be present 
in person or by substitute at the Meeting, or any 
adjournment thereof, then that one, either in person or by 
substitute, may exercise all of the powers hereby given.

     Any proxy or proxies heretofore given to vote such 
shares are hereby revoked.

Date:	             , 1997
 


       (Please sign exactly as name(s) appear hereon)







     (This Proxy is Solicited by the Board of Directors)