0209-0348251







                         Consent of Independent Auditors

We  consent  to the  references  to  our  firm  under  the  captions  "Financial
Highlights"  in the Prospectus  and  "Independent  Auditors" in the Statement of
Additional Information and to the incorporation by reference of our report dated
August 2, 2002 in the Registration  Statement (Form N-1A) and related Prospectus
and Statement of Additional  Information  of Shadow Stock Fund,  Inc. filed with
the Securities and Exchange Commission in Post-Effective  Amendment No. 19 under
the  Securities  Act of 1933  (Registration  No.  33-15074) and Amendment No. 21
under the Investment Company Act of 1940 (Registration No. 811-5218).



                                           /s/ Ernst & Young LLP
Kansas City, Missouri
September 27, 2002