Bridgeway Capital Management, Inc. and John Noland Ryan Montgomery

INVESTMENT ADVISERS ACT OF 1940
Release No. 2358 / February 10, 2005

Admin. Proc. File No. 3-11659

In the Matter of BRIDGEWAY CAPITAL MANAGEMENT, INC. AND JOHN NOLAND RYAN MONTGOMERY, Respondents.

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NOTICE OF PROPOSED DISTRIBUTION PLAN AND OPPORTUNITY FOR COMMENT

Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange Commission's ("Commission") Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1103, that the Division of Enforcement has filed with the Commission a proposed plan ("Distribution Plan") for the distribution of monies placed into a Disgorgement Fund in the above-captioned matter. The Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings, Making Findings and Imposing Remedial Sanctions and Cease-and-Desist Order Pursuant to Sections 203(e), 203(f), And 203(k) of the Investment Advisers Act of 1940 ("Order") in this matter on September 15, 2004 (Rel. IA-2294).

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested parties are advised that the Distribution Plan may be obtained by submitting a written request to Stephen Webster, United States Securities and Exchange Commission, Burnett Plaza, Suite 1900, 801 Cherry Street, Unit #18, Fort Worth, Texas 76102. Further, all persons desiring to comment on the Distribution Plan may submit their views, in writing, no later than March 14, 2005, to the Office of the Secretary, United States Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549-0609.

THE DISTRIBUTION PLAN

The Distribution Plan provides for distribution of the disgorgement and prejudgment interest ("Disgorgement Fund") paid by Bridgeway Capital Management, Inc. ("Bridgeway Capital") and John Noland Ryan Montgomery ("Montgomery") in this matter to current or former shareholders of the Aggressive Investors 1, Aggressive Investors 2, and Micro-Cap Limited funds who were overcharged as a result of the violative conduct described in the Order ("eligible shareholders"). The Disgorgement Fund consists of the $4,407,700 in disgorgement and $458,764 in prejudgment interest paid by Bridgeway Capital. Each eligible shareholder, or his or her lawful successor shall be identified and shall receive a pro rata share of the Disgorgement Fund based upon a determination of the amount of overcharges plus prejudgment interest while the eligible shareholder held shares in the affected mutual fund.

For the Commission, by its Secretary, pursuant to delegated authority.