As filed with the Securities and Exchange Commission on September 2, 2004

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-03758

MATRIX ADVISORS VALUE FUND, INC.
--------------------------------------------------
(Exact name of registrant as specified in charter)

747 THIRD AVENUE, 31ST FLOOR, NEW YORK, NY 10017
------------------------------------------- ----------
(Address of principal executive offices) (Zip code)

David A. Katz
747 Third Avenue, 31st Floor
NEW YORK, NY 10017
---------------------------------------
(Name and address of agent for service)

1(800) 366-6223
--------------------------------------------------
Registrant's telephone number, including area code

Copies to:

Christopher J. Tafone
Paul, Hastings, Janofsky & Walker, LLP
75 East 55th Street,
New York, New York 10022

Date of fiscal year end: JUNE 30, 2004
-------------

Date of reporting period: JUNE 30, 2004
-------------

ITEM 1. REPORT TO STOCKHOLDERS.

ANNUAL REPORT

MATRIX ADVISORS
VALUE FUND, INC.

JUNE 30, 2004

747 THIRD AVENUE, 31ST FLOOR NEW YORK,
NY 10017

MATRIX ADVISORS
VALUE FUND, INC.

August 9, 2004

Dear Fellow Shareholder:

The Fund posted a small decline for the quarter, having recovered much of
the loss of a very negative April during the months of May and June. The Net
Asset Value of the Fund ended the quarter at $54.02, a decrease of -0.24% for
the quarter compared to an increase of +1.72% for the S&P 500. For the calendar
year to date as of June 30, 2004, the Fund increased 0.80% versus an increase of
3.44% for the S&P 500. For the fiscal year ending June 30, 2004, the Fund had an
increase of 22.21% compared to an increase of +19.11% for the S&P 500.

Despite the lackluster performance in calendar year 2004, the Fund
continues to enjoy solid returns over the past 3 and 5 years, both on absolute
as well as relative terms. We encourage you to read the accompanying report for
greater detail about our performance in these time periods as well as our market
commentary.

Unfortunately, the second quarter was followed by a difficult July, both
for the overall market and for the Fund in particular. There is significant
negativity in the market this summer despite the accelerating economic recovery,
including strong corporate profits. The weakness in our portfolio cannot be
attributed to weak businesses in our portfolio, as most of them are among the
American corporate elite.

We therefore believe that now represents a very significant buying
opportunity for the market in general and our Fund in particular. We remain
confident that the Fund is very well positioned for more better-than-market
gains, once the attitude towards the stock market turns more positive.

The Fund is the investment vehicle of choice for Matrix partners, staff and
our own families. Ever the ones to eat our own cooking and to practice what we
preach, we continue to add to our own personal positions in the Fund during this
atypical period of underperformance for the Fund.

We are highly confident that the many new shareholders who have joined us
recently will be pleased with their participation on a long-term basis. And we
thank all of our shareholders, new and old for their confidence and trust and
will do our utmost to keep it. Best regards.

Sincerely,

/s/ David A. Katz
- ------------------------
David A. Katz, CFA Chief
Investment Officer

Mutual fund investing involves risk and loss of principal is possible.

MATRIX ADVISORS
VALUE FUND, INC.

MATRIX ADVISORS VALUE FUND, INC.
Value of $10,000 vs S&P 500 Index

Matrix Advisors Value Fund, Inc. S&P 500 Index
-------------------------------- ----------------------
1-Jul-96 10,000 10,000
30-Jun-97 12,255 13,472
30-Jun-98 13,795 17,538
30-Jun-99 16,525 21,531
30-Jun-00 18,869 23,090
30-Jun-01 20,284 19,666
30-Jun-02 18,688 16,128
30-Jun-03 20,281 16,168
30-Jun-04 24,785 19,258

Source: Lipper, Inc.

AVERAGE ANNUALIZED TOTAL RETURN
PERIODS ENDED JUNE 30, 2004
-----------------------------------------
SINCE
INCEPTION **
ONE YEAR FIVE YEARS (7/1/1996)
-------- ---------- ------------
Matrix Advisors Value Fund, Inc. 22.21% 8.45% 12.02%
S&P 500 Index* 19.11% (2.20%) 8.53%

PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE
FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL
FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS
THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE OF THE FUND MAY BE LOWER OR HIGHER
THAN THE PERFORMANCE QUOTED. PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH
END MAY BE OBTAINED BY VISITING WWW.MATRIXADVISORSVALUEFUND.COM.

Performance figures reflect fee waiver in effect and in the absence of fee
waivers, total returns would be lower.

- -----------------
* The S&P 500 is an unmanaged index which is widely regarded as the standard
for measuring large-cap U.S. stock market performance. The index does not
incur expenses and is not available for investment.

** Matrix Asset Advisors became the Sub-Advisor on July 1, 1996 and Advisor to
the Fund on May 11, 1997. Prior to those dates the Fund was managed by
another Advisor.

MATRIX ADVISORS
VALUE FUND, INC.

CAPITAL MARKETS COMMENTARY
AND 2004 ANNUAL REPORT

"YOU PUT YOUR RIGHT HAND IN, YOU PUT YOUR RIGHT HAND OUT, YOU DO THE HOKEY POKEY
AND YOU TURN YOURSELF AROUND, AND THAT'S WHAT IT'S ALL ABOUT."

In searching for an image to capture the stock market this past quarter,
one could do worse than to visualize the dance where, after a lot of moving, one
keeps coming back to where one started.

What the stock market was all about last quarter was also a tug of war
between forces of almost equal strength. On the one hand there were the
optimists who thought the market should be buoyed by the strength of
macroeconomic recovery and corporate profit growth in particular.

The other camp consisted of those who saw a litany of woes - joblessness,
commodity price increases, oil price spikes, and above all the prospect of
rising interest rates - that would warrant a market retreat. Of course, the
issues of global terrorism hung like a pall over the market and could be a
significant factor on any given day.

It was more common than not for good overall economic news to be met with
market negativity, as traders worried that the result of it all would be higher
interest rates, leading to lower profits, ultimately leading to lower market
valuations. Ironically, they often succeeded in creating that very outcome.

During the quarter major markets moved modestly upward. The S&P 500 Index
edged up by +1.72% while the NASDAQ increased by +2.80%. The Dow was also
positive, but lagged with performance of +1.24%, indicating that the large cap
and blue chip stocks continue to underperform the overall market.

For the year to date period ending June 30, 2004, the S&P 500 posted a gain
of +3.44% while the NASDAQ has risen by +2.43%.

The Matrix Advisors Value Fund had a flat quarter and continues to modestly
lag the S&P 500 Index as of June 30, 2004. We believe this positioning is
largely attributable to a pull back of some of our strongest percentage gain
performers in 2003, as well as a continued lagging by the mega cap and blue chip
stocks.

Such underperformance definitely does not reflect a relative
unattractiveness of the businesses in our portfolio, since the majority of them
are performing very strongly, and are routinely meeting and exceeding profit
expectations.

MATRIX ADVISORS
VALUE FUND, INC.

Despite, or perhaps because of the lackluster first half of the year, we
continue to maintain an optimistic bent for the remainder of the year. We would
point to several factors that underscore our conviction: 1) an economy that is
recovering steadily with no frightening signs of spiking inflation; 2) a Fed
policy that is focused on providing realistic monetary parameters without
shocking the markets; 3) continued attractive outlook for corporate earnings
growth; 4) the ever greater likelihood of a rotation to the mega cap and blue
chip stocks that are heavily represented in our portfolio; and 5) the historic
pattern of market performance in Presidential election years, in which the
second half of the year far outstrips the first half.

FUND PERFORMANCE

The quarter was a mixed picture for our portfolio. Like the overall market,
there was no clear direction as between sectors, nor even within the particular
sectors.

Health care stocks had a positive quarter, and pharmaceutical stocks, led
by Merck, added value. Medical products stocks were decidedly mixed, with
strength in Baxter largely balanced by weakness in Guidant.

Retail was a bright spot as CVS and Gap Stores posted strong results, and
Old Economy stocks on balance produced gains, led by Disney, General Mills and
Manpower. General Electric, a sector in and of itself, had a resurgent quarter,
which might bode well for the fortunes of the mega-cap stocks going forward.

Financial stocks came under pressure, as investors fretted about a rising
interest rate environment. Ironically, these businesses have been operating at
historically strong levels of profitability. Some of our strongest performers of
2003 - Citigroup, JP Morgan, Merrill Lynch and Morgan Stanley - all felt the
downward pressure arising from concerns about rising interest rates and the
impact on fixed income-related businesses.

Technology stocks were also modestly down, though, again, in what might be
the thematic future for the market, mega-cap Microsoft produced gains.

During the quarter we completed the sale of Kyocera Corp. and Leggett &
Platt. Each was sold at a profit, with Kyocera producing a very significant
gain, while Leggett & Platt's gain was more modest. This latter sale was a move
to lock in a desirable outcome for a company whose long-term prospects look
increasingly uncertain.

We also took profits in the substantial sale of Abbott Laboratories and
Manpower during the quarter.

Finally, at the very end of the quarter we swapped out of the newly issued
Liberty Media International, a spin-off from Liberty Media, and put the proceeds
back into Liberty Media itself. Our decision was based on our assessment of the
relative risks/rewards for the two companies over the intermediate term.

MATRIX ADVISORS
VALUE FUND, INC.

We did begin a new position in Comcast Corp. Special Class A stock. We also
opportunistically added to existing positions throughout the quarter including
Marsh & McLennan, Morgan Stanley and Nokia.

CAPITAL GAINS - A PRELIMINARY OUTLOOK

For tax purposes the Fund's year ends June 30. While there probably will be
some minor modifications, our preliminary indication is that the Fund's realized
capital gains for the year ending June 30, 2004 will be quite modest. While
there were certainly several highly profitable sales during the year, we also
employed capital gain mitigation strategies that have kept gains to very
manageable levels.

* * *

In this quarterly installment of IDEAS ABOUT INVESTING, we examine the
prospects for the mega cap stocks, especially our conviction that the time is
approaching for these stocks to finally come into the limelight.

Ah, summertime! A time to re-connect with baseball, hammocks and books
we've been meaning to get to since... well, since last summer. Wherever it is,
we hope that summer finds you basking in the pleasures of the season. Don't
forget your sunscreen and don't forget that we remain ever-vigilant on your
behalf.

Good investing has no seasonality to it. We are privileged to be able to
work on your behalf and we take that responsibility seriously, no matter the
time of year. Thank you for your confidence and trust; we will do our utmost to
continue to warrant it.

Best regards.

- ---------------------
The NASDAQ Composite Index is a market-capitalization weighted index that is
designed to represent the performance of the National Market System which
includes over 5,000 stocks traded only over the counter and not on an exchange.
The Dow Jones Industrial Average Index is an unmanaged index of common stocks
comprised of major industrial companies. Russell 2000 Index consists of the
smallest 2,000 companies in a group of 3,000 U. S. companies in the Russell
3,000 Index, as ranked by market-capitalization. These indices are unmanaged, do
not incur expenses and are not available for investment.

The Fund may invest in smaller companies which involves additional risks such as
limited liquidity and greater volatility.

Please refer to the Schedule of Investments for details on fund holdings. Fund
holdings are subject to change at any time and are not recommendations to buy or
sell any security.

MATRIX ADVISORS
VALUE FUND, INC.

IDEAS ABOUT INVESTING
A QUARTERLY QUEST FOR INVESTING ENLIGHTENMENT

IS THE EMPIRE READY TO STRIKE BACK?
OR, WHY WE MIGHT SOON SEE THE RESURGENCE OF LARGE CAP STOCKS.

Students of the stock market are well aware that since mid 1999 small
capitalization stocks have significantly outperformed large capitalization
stocks. They held up better during the long bear market of 2000-2002, and
charged back more dramatically in 2003.

As owners of overwhelmingly large cap stocks, including many of the very
largest so-called mega cap stocks, we at Matrix view this inter-relationship
with considerable interest.

While we have actually outperformed the Russell 2000 Index, the widely used
proxy for small cap stocks, during the period of the Russell's out-performance
of the S&P 500 Index (the proxy for large stocks), we nonetheless have an
obvious interest in seeing the relative resurgence of the large caps.

Initially, we should explore why small caps have done better most recently.
Much of the reason lies in the period leading up to 1999, when small caps both
significantly underperformed the large caps and were far cheaper than the large
caps on a fundamental level (Please note that historically small caps stocks
sell at a price/earnings discount to the large stocks because of the reasonable
assumption that they are less secure businesses.). However, that discount in the
late `90's was abnormally high.

So, when the tech bubble burst in 2000, the large caps were more
dramatically impacted, fell further back down to earth, and also left a bad
taste in the mouths of many investors.

As the economy began to move out of recession in 2002, small cap stocks
outperformed - as they traditionally do in the early stages of economic
recovery, because they often show more dramatic earnings growth recovery.

At the same time however, they ceased to be so cheap relative to the large
cap sector. Much of that change is attributable to the rush of money into small
stocks, bidding them back up closer to their historic prices compared with large
stocks.

And that is about where we find ourselves today. Through the first six
months of 2004, the Russell 2000 outperformed the S&P 500 by +3.4%. But there
are signs that the direction of the wind might be changing.

Our friends at Leuthold & Co., point out that currently small caps are
trading at a modest PREMIUM to the largest stocks, having risen dramatically in
value from a price/earnings DISCOUNT to the largest stocks as low as 52% in late
1999.

MATRIX ADVISORS
VALUE FUND, INC.

In addition, Leuthold points out that we are currently 64 months into the
small cap out-performance, versus a historic average of 58 months for periods of
small cap out-performance. So the run for small caps is getting somewhat
attenuated.

None of this means that small cap stocks are about to collapse. However, it
does tend to validate our conviction, expressed since the end of 2003, that the
market is primed for a rotation back to the large cap stocks.

Our conviction is based on such factors as large cap stocks tending to
outperform in the more mature stages of economic recovery, and good old
fashioned cyclicality. Nothing is forever in the stock market, and the relative
lackluster performance of some of our economy's most powerful engines is not a
condition that should last for long.

Our increasing movement into such mega-cap stocks as AIG, Citigroup, GE,
Intel, Microsoft, and many of the major pharmaceutical companies is in part
based on this conviction. The fact that most of them have lagged the recovery of
the market to date only tells us that we stand to benefit significantly once
they revert to more normative market performance.

Matrix has somewhat lagged the market in 2004 after a very strong 2003. The
important role that the mega cap stocks play in our current portfolio tells us
that we are primed for a relative, as well as an absolute upward bounce. We look
at the recent operating performance of some of these bellwether companies and
are very encouraged.

We are expecting an exciting and exhilarating last half of the year. We're
looking for the Empire to start striking back, and for the Kings of the Hill to
start reclaiming their market, as well as their business, crowns.

SOURCE: PERCEPTION, JULY 2004, THE LEUTHOLD GROUP

Price to earnings ratio is a common tool for comparing the prices of
different common stocks and is calculated by dividing the current market price
of a stock by the earnings per share.

MATRIX ADVISORS
VALUE FUND, INC.

SCHEDULE OF INVESTMENTS AT JUNE 30, 2004
----------------------------------------------------
COMMON STOCKS: 99.3%

SECURITY SHARES VALUE
- ----------------------------------------------------------------------------------------------------

ADVERTISING: 1.5%
Interpublic Group of Companies, Inc.* 345,000 $ 4,736,850
--------------
BANK (MONEY CENTER): 5.1%
Citigroup, Inc. 214,000 9,951,000
JP Morgan Chase & Co. 156,800 6,079,136
--------------
16,030,136
--------------
BANK (PROCESSING): 2.6%
Bank of New York Co., Inc. 275,000 8,107,000
--------------
BANK (REGIONAL): 0.7%
Comerica, Inc. 41,000 2,250,080
--------------
BANK (SUPER REGIONAL): 3.1%
Bank of America Corp. 114,742 9,709,468
--------------

BIOTECHNOLOGY: 3.7%
Medimmune, Inc.* 500,000 11,700,000
--------------
BROADCASTING/PROGRAM: 0.7%
Liberty Media Corp.* 243,600 2,189,964
--------------
COMPUTERS AND PERIPHERALS: 4.1%
American Power Conversion Co. 661,300 12,994,545
--------------

DRUG: 10.8%
Bristol-Myers Squibb Co. 251,000 6,149,500
Merck & Co. 193,500 9,191,250
Pfizer, Inc. 270,840 9,284,395
Wyeth 260,000 9,401,600
--------------
34,026,745
--------------
DRUGSTORE: 3.1%
CVS Corp. 234,000 9,832,680
--------------

THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS
SCHEDULE.

COMMON STOCKS: CONTINUED
SECURITY SHARES VALUE
- --------------------------------------------------------------------------------

ELECTRICAL EQUIPMENT: 3.7%

General Electric Co. 360,000 $11,664,000
------------
ELECTRONICS: 5.6%
Symbol Technologies, Inc. 865,000 12,750,100
Vishay Intertechnology, Inc.* 262,700 4,880,966
------------
17,631,066
------------
FINANCIAL SERVICES: 2.0%
American Express Co. 125,000 6,422,500
------------
FOOD (DIVERSIFIED): 2.3%
General Mills, Inc. 152,900 7,267,337
------------
INDUSTRIAL SERVICES: 1.1%
Manpower, Inc. 68,000 3,452,360
------------
INSURANCE (DIVERSIFIED): 4.9%
American International Group, Inc. 146,000 10,406,880
Marsh & McLennan Companies, Inc. 115,000 5,218,700
------------
15,625,580
------------
MEDIA: 1.2%
Comcast Corp.* 139,000 3,837,790
------------
MEDICAL INSTRUMENTS: 3.0%
Guidant Corp. 170,000 9,499,600
------------
MEDICAL SUPPLIES: 4.2%
Abbott Laboratories 35,000 1,426,600
Baxter International, Inc. 335,000 11,560,850
Hospira, Inc.* 8,000 220,800
------------
13,208,250
------------
OIL & GAS SERVICES: 2.1%
Tidewater, Inc. 225,000 6,705,000
------------

THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS
SCHEDULE.

MATRIX ADVISORS
VALUE FUND, INC.

COMMON STOCKS: CONTINUED
SECURITY SHARES VALUE
- --------------------------------------------------------------------------------
RECREATION: 3.2%
Walt Disney Co. 400,000 $10,196,000
------------
RETAIL (SPECIAL LINES): 2.6%
Office Depot, Inc.* 455,000 8,149,050
------------
RETAIL STORE: 3.6%
Gap, Inc. 470,000 11,397,500
------------
SECURITIES BROKERAGE: 6.8%
Merrill Lynch & Co. 175,000 9,446,500
Morgan Stanley Dean Witter & Co. 227,000 11,978,790
------------
21,425,290
------------
SEMICONDUCTOR: 5.3%
Adaptec, Inc.* 712,400 6,026,904
Intel Corp. 385,000 10,626,000
------------
16,652,904
------------
SEMICONDUCTOR (CAPITAL EQUIPMENT): 3.7%
Novellus Systems, Inc.* 374,000 11,758,560
------------
SOFTWARE: 3.6%
Microsoft Corp. 400,000 11,424,000
------------
TELECOMMUNICATIONS (EQUIPMENT): 3.6%
Lucent Technologies, Inc.* 500,000 1,890,000
Nokia Corp. ADR 648,000 9,421,920
------------
11,311,920
------------
THRIFT: 1.4%
Federal Home Loan Mortgage Co. 29,000 1,835,700
Federal National Mortgage Association 35,000 2,497,600
------------
4,333,300
------------
TOTAL COMMON STOCKS
(cost $279,942,484) $313,539,475
-------------------------------------------------------------

THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS
SCHEDULE.

MATRIX ADVISORS
VALUE FUND, INC.

SHORT-TERM INVESTMENT: 0.7% PRINCIPAL AMOUNT VALUE
- --------------------------------------------------------------------------------
SEI Daily Income Trust
Government Fund $2,312,490 $ 2,312,490
-------------
TOTAL SHORT-TERM INVESTMENTS
(cost $2,312,490)
---------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES
(cost $282,254,974): 100.0% 315,851,965
Other Assets
less Liabilities: (0.0)% 48,477
---------------------------------------------------------
NET ASSETS: 100% $315,900,442
=========================================================

- --------------
* Non-income producing security.
ADR-American Depositary Receipt.

THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL
PART OF THIS SCHEDULE.

MATRIX ADVISORS
VALUE FUND, INC.

STATEMENT OF
ASSETS AND LIABILITIES JUNE 30, 2004
- --------------------------------------------------------------------------------
ASSETS
Investments in securities, at value:

Common stocks (cost $279,942,484) ........................ $313,539,475
Short-term investments (cost $2,312,490) ................. 2,312,490
------------
Total Investments (cost $282,254,974) ....................... 315,851,965
------------
Receivables:
Fund shares sold ............................................. 1,307,545
Dividends and interest ....................................... 272,646
Prepaid expenses and other assets .............................. 18,574
------------
TOTAL ASSETS 317,450,730
------------
LIABILITIES
Payables:
Fund shares redeemed ......................................... 238,512
Securities purchased ......................................... 1,029,682
Administration fees .......................................... 29,641
Advisory fees ................................................ 173,437
Custodian fees ............................................... 5,991
Fund Accounting fees ......................................... 12,767
Transfer agent fees .......................................... 18,230
Accrued expenses ............................................... 42,028
------------
TOTAL LIABILITIES 1,550,288
------------
NET ASSETS $315,900,442
============
COMPOSITION OF NET ASSETS
Paid-in capital ................................................ $277,082,145
Undistributed net investment income ............................ 5,221,306
Net unrealized appreciation on investments ..................... 33,596,991
------------
NET ASSETS $315,900,442
============

Number of shares, $0.01 par value, issued
and outstanding (unlimited shares authorized) ................ 5,848,281
============
NET ASSET VALUE PER SHARE $ 54.02
============

THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL
PART OF THIS SCHEDULE.

MATRIX ADVISORS
VALUE FUND, INC.

STATEMENT OF OPERATIONS FOR THE
YEAR ENDED
JUNE 30, 2004
--------------------------------------------
INVESTMENT
INCOME
Income

Dividend income (Net of foreign
tax withheld of $30,641) .................................................. $ 3,325,623
Interest income ............................................................. 34,306
------------
TOTAL INCOME 3,359,929
------------
EXPENSES
Advisory fees ............................................................... 2,245,844
Administration fees ......................................................... 274,720
Transfer agent fees ......................................................... 62,129
Fund Accounting fees ........................................................ 49,182
Reports to shareholders ..................................................... 46,980
Custodian fees .............................................................. 45,859
Registration fees ........................................................... 37,831
Miscellaneous fees .......................................................... 30,696
Audit fees .................................................................. 15,154
Directors fees .............................................................. 12,478
Legal fees .................................................................. 9,923
------------
TOTAL EXPENSES 2,830,796
LESS: Advisory fees waived (607,410)
------------
NET EXPENSES 2,223,386
------------
NET INVESTMENT INCOME 1,136,543
------------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain from security transactions ................................ 9,010,285
Net change in unrealized
appreciation on investments ................................................. 21,569,634
------------
Net realized and unrealized
gain on investments ......................................................... 30,579,919
------------

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 31,716,462
============

THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL
PART OF THIS SCHEDULE.

MATRIX ADVISORS
VALUE FUND, INC.

STATEMENT OF CHANGES IN NET ASSETS
YEAR YEAR
ENDED ENDED
JUNE 30, 2004 JUNE 30, 2003
---------------------------------------------------------------
INCREASE (DECREASE) IN
NET ASSETS
OPERATIONS:

Net investment income ......................................................... $ 1,136,543 $ 384,065
Net realized gain (loss) on investments ....................................... 9,010,285 (4,541,253)
Net change in unrealized appreciation of investments .......................... 21,569,634 13,206,258
------------------------------
NET INCREASE
IN NET ASSETS
RESULTING FROM
OPERATIONS 31,716,462 9,049,070
------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ......................................................... (768,328) (145,072)
Realized gain on investments .................................................. -- (238,418)
------------------------------
TOTAL DISTRIBUTIONS
TO SHAREHOLDERS (768,328) (383,490)
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold ..................................................... 251,014,702 59,643,979
Proceeds from reinvestment of distribution .................................... 719,681 378,713
Cost of shares redeemed ....................................................... (73,905,247) (22,520,931)
Redemption fees ............................................................... 47,404 35,464
------------------------------
NET INCREASE FROM
CAPITAL SHARE
TRANSACTIONS 177,876,540 37,537,225
------------------------------
TOTAL INCREASE
IN NET ASSETS 208,824,674 46,202,805
NET ASSETS
Beginning of year ............................................................. 107,075,768 60,872,963
------------------------------
END OF YEAR $ 315,900,442 $ 107,075,768
==============================
UNDISTRIBUTED NET
INVESTMENT INCOME $ 5,221,306 $ 384,059
==============================
CHANGE IN SHARES
Shares sold ................................................................... 4,847,619 1,503,533
Shares issued on reinvestment of distributions ................................ 14,356 9,806
Shares redeemed ............................................................... (1,425,744) (581,004)
------------------------------
NET INCREASE 3,436,231 932,335
==============================

THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN
INTEGRAL PART OF THIS SCHEDULE.

MATRIX ADVISORS
VALUE FUND, INC.

NOTES TO
FINANCIAL STATEMENTS
---------------------------------
NOTE 1 -
ORGANIZATION

Matrix Advisors Value Fund, Inc. (the "Fund") is a Maryland corporation
registered under the Investment Company Act of 1940 (the "1940 Act") as a
diversified, open-end management investment company. The Fund commenced
operations September 16, 1983. The objective of the Fund is to achieve a total
rate of return composed of capital appreciation and current income.

NOTE 2 -
SIGNIFICANT ACCOUNTING POLICIES

The Fund consistently follows the accounting policies set forth below which are
in conformity with accounting principles generally accepted in the United States
of America.

A. Security Valuation.

Portfolio securities listed on a national securities exchange are valued at the
last sale price on the business day as of which such value is being determined.
If there has been no sale on such exchange on such day, the security is valued
at the mean between the bid and asked price. All equity securities that are
traded using the National Association of Securities Dealers' Automated Quotation
System ("NASDAQ") are valued using the NASDAQ Official Closing Price ("NOCP").
Readily marketable securities traded only in the over-the-counter market and not
on NASDAQ are valued at the current or last bid price. If no bid is quoted on
such day, the security is valued by such method as the Board of Directors of the
Fund shall determine in good faith to reflect the security's fair value. All
other assets of the Fund are valued in such manner as the Board of Directors in
good faith deems appropriate to reflect their fair value.

B. Shares Valuation.

The net asset value ("NAV") per share of the Fund is calculated by dividing the
sum of the value of the securities held by the Fund, plus cash or other assets,
minus all liabilities (including estimated accrued expenses) by the total number
of shares outstanding of the Fund, rounded to the nearest cent. The Fund's
shares will not be priced on the days on which the NYSE is closed for trading.
The offering and redemption price per share of the Fund is equal to the Fund's
net asset value per share. The Fund charges a 0.75% redemption fee on shares
redeemed or exchanged within two months of purchase. Effective August 1, 2004,
the redemption fee for the Fund will be increased to 1.00% for shares held for
two months or less. These fees are deducted from the redemption proceeds
otherwise payable to the shareholder. The Fund will retain the fee charged as
paid-in capital and such fees become part of that Fund's daily NAV calculation.

C. Federal Income Taxes.

The Fund has elected to be treated as a "regulated investment company" under
Subchapter M of the Internal Revenue Code. The Fund intends to distribute
substantially all of its taxable income and any capital gains less any
applicable capital loss carryforwards. Accordingly, no provision for Federal
income taxes has been made in the accompanying financial statements.

MATRIX ADVISORS
VALUE FUND, INC.

D. Portfolio Transactions.

Security transactions are accounted for on the trade date, the date the order to
buy or sell is executed. Security gains and losses are computed on an identified
cost basis.

E. Use of Estimates.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.

F. Other.

Interest income is recorded on the accrual basis. Dividend income and
distributions to shareholders are recorded on the ex-dividend date.

G. Reclassification of Capital Accounts.

Accounting principles generally accepted in the United States of America require
that components of net assets relating to permanent differences be reclassified
between financial and tax reporting. These reclassifications have no effect on
net assets or net asset value per share. For the year ended June 30, 2004,
undistributed capital gains were decreased by $4,469,032 and undistributed net
investment income was increased by $4,469,032.

NOTE 3 -
COMMITMENTS AND OTHER RELATED
PARTY TRANSACTIONS

The Fund has a management agreement with Matrix Asset Advisors, Inc. (the
"Advisor", "Matrix") to serve as investment advisor. Certain officers of the
Advisor are also officers of the Fund. Under the terms of the agreement, the
Fund has agreed to pay the Advisor as compensation for all services rendered,
staff and facilities provided and expenses paid or assumed, an annual fee,
accrued daily, paid monthly, of 1.00% of the Fund's average daily net assets.

The Advisor has contractually agreed to reduce its fees and/or pay expenses of
the Fund to ensure that the Fund's total annual operating expenses (excluding
interest and tax expenses) will not exceed 1.10% of the Fund's average daily net
assets. For the year ended June 30, 2004, the Advisor voluntarily reimbursed the
Fund for expenses in excess of 0.99%. Matrix voluntarily waived $607,410. Any
reduction in advisory fees or payment of expenses made by the Advisor may be
reimbursed by the Fund if the Advisor requests in subsequent fiscal years. This
reimbursement may be requested if the aggregate amount actually paid by the Fund
toward operating expenses for such fiscal year (taking into account the
reimbursement) does not exceed the applicable limitation on Fund expenses. The
Advisor is permitted to be reimbursed for fee reductions and/or expense payments
made in the prior three fiscal years. Any such reimbursement will be reviewed by
the Directors. The Fund must pay its current ordinary operating expenses before
the Advisor is entitled to any reimbursement of fees and/or expenses.

MATRIX ADVISORS
VALUE FUND, INC.

At June 30, 2004, the cumulative amount available for reimbursement that has
been paid and/or waived is $1,047,097. The advisor may recapture a portion of
this amount no later than the dates stated below:

June 30,
------------------------------------------------------
2005 2006 2007
------------------------------------------------------
$194,643 $245,044 $607,410
------------------------------------------------------

U.S. Bancorp Fund Services, LLC (the "Administrator") acts as the Fund's
Administrator under an Administration Agreement. The Administrator prepares
various federal and state regulatory filings, reports and returns for the Fund;
prepares reports and materials to be supplied to the directors; monitors the
activities of the Fund's custodian, transfer agent and accountants; coordinates
the preparation and payment of Fund expenses and reviews the Fund's expense
accruals. For its services, the Administrator receives a monthly fee from the
Fund based on the greater of an annual minimum $25,000 or the annual rate of:

0.15% of first $100 million of average daily net assets
0.10% of next $100 million of average daily net assets

NOTE 4 -
INVESTMENT TRANSACTIONS

The cost of purchases and the proceeds from sales of securities, other than
short-term obligations and U.S. Government securities, for the year ended June
30, 2004, are as follows:
PROCEEDS FROM
SALES (INCLUDING
PURCHASES MATURITIES)
-----------------------------------------
Common Stock $217,171,539 $37,904,218

NOTE 5 -
DISTRIBUTIONS TO SHAREHOLDERS

As of June 30, 2004, the components of distributable earnings on a tax basis
were as follows:
COST OF INVESTMENTS
FOR TAX PURPOSES $282,254,974
-----------------------------------------
Gross tax unrealized appreciation . . . . . . . . . . . . . . 35,852,452

Gross tax unrealized depreciation . . . . . . . . . . . . . . (2,255,461)
-----------------------------------------

Net tax unrealized appreciation on investments . . . . . . . . . . 33,596,991
-----------------------------------------

UNDISTRIBUTED
ORDINARY INCOME $ 5,221,306
-----------------------------------------

On November 14, 2003, a distribution of $0.2133 per share was declared. The
dividend was paid on November 17, 2003 to shareholders of record on November 13,
2003.

MATRIX ADVISORS
VALUE FUND, INC.

The tax character of distributions paid during the year ended June 30, 2004 and
2003 were as follows:

2004 2003
-------------------------------
Distributions Paid From:
Ordinary Income $ 768,328 $ 145,072
Long-Term Capital Gain -- 238,418
-------------------------------
$ 768,328 $ 383,490
===============================

NOTE 6 -
PROXY VOTING PROCEDURES (UNAUDITED)

The Advisor votes proxies relating to portfolio securities in accordance with
procedures that have been approved by the Board of Directors of the Fund. You
may obtain a description of these procedures without charge (i) by calling a
toll-free, 1-800-366-6223; or (ii) on the SEC's website at http://www.sec.gov.

NOTE 7 -
OTHER (UNAUDITED)

The Board of Directors of the Fund has determined that a proposed reorganization
of the Fund with a mutual fund managed by Strong Capital Management, Inc.
("Strong") would not be in the best interests of the Fund and its shareholders
at this time. Accordingly, the shareholder meeting of the Fund was adjourned on
December 12, 2003, without action, and the reorganization agreement has
terminated.

In connection with the above mentioned proposed reorganization of the Fund,
Matrix Asset Advisors, Inc. (the "Advisor") had agreed to sell its business
relating to the management of the Fund's assets to Strong, subject to various
conditions including shareholder approval of the proposed reorganization. As it
was not appropriate, given the pending allegations concerning trading activity
at Strong, to complete the reorganization by the expiration of the period for
holding the shareholder meeting (December 13, 2003), the Advisor and Strong
entered into an agreement providing Strong the option to acquire that portion of
the Advisor's business on or before December 13, 2004, subject to a variety of
conditions including the reorganization of the Fund in substantially the same
manner as was originally contemplated. The Fund is not a party to the agreement
and is not obligated to proceed with any such reorganization. It is the
Advisor's expectation that, given the developments described below, the option
will expire unexercised and that no reorganization with Strong will take place.

MATRIX ADVISORS
VALUE FUND, INC.

Following a 2004 settlement of charges relating to its trading activities,
Strong entered into an agreement with a unit of Wells Fargo Bank for the
acquisition of Strong's financial management business. The acquisition is
scheduled to close on or about January 1, 2005. While under no obligation to
pursue any re-organization, the Advisor and the Board of Directors will monitor
the progress of Wells Fargo's acquisition of the Strong business, and may in the
future re-consider whether a reorganization of the Fund as a mutual fund managed
by Wells Fargo or any other financial institution would be in the best interests
of the Fund and its Shareholders.

TAX NOTICE (UNAUDITED)

The percentage of dividend income distributed for the year ended June
30, 2004, which is designated as qualified dividend income under the
Jobs and Growth Tax Relief Reconciliation Act of 2003, is 73.97%.

The percentage of dividend income distributed for the year ended June
30, 2004 designated as qualified dividends received deduction available
to corporate shareholders, is 55.86%.

MATRIX ADVISORS
VALUE FUND, INC.

NOTE 8 -
DIRECTOR AND OFFICER INFORMATION
(UNAUDITED)

David A. Katz, CFA President, 1997 Mr. Katz is President and N/A None
747 Third Avenue Treasurer and Chief Investment Officer of
New York, NY 10017 Director Matrix Asset Advisors, the
(42) Fund's Advisor, and portfolio
manager of the Fund. He
has been associated with the
Advisor and its predecessor
since its founding in 1986.
Douglas S. Altabef Executive 2000 Mr. Altabef is the Managing N/A N/A
747 Third Avenue Vice President Director of Matrix Asset
New York, NY 10017 and Secretary Advisors, the Fund's Advisor.
(53) He has been associated with
the Advisor since 1996. From
1993 to 1996, he was
President and Chief Executive
Officer of Varsity Recreational
Holdings
Steven G. Roukis, CFA Senior Vice 2000 Mr. Roukis is Senior Vice N/A N/A
747 Third Avenue President President-Equity Research of
New York, NY 10017 Matrix Asset Advisors, the
(36) Fund's Advisor. He has been
associated with the Advisor
since 1994.

- -------------
* Not an "interested person", as that is defined by the 1940 Act.
+ Directors and officers of the Fund serve until their resignation,
removal or retirement.

MATRIX ADVISORS
VALUE FUND, INC.

NUMBER OF
PORTFOLIOS
POSITION(S) IN FUND OTHER
NAME, HELD WITH COMPLEX DIRECTORSHIPS
ADDRESS, THE DATE PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD
AND AGE CORPORATION ELECTED + DURING THE PAST 5 YEARS TRUSTEE BY DIRECTOR
- ---------------------------------------------------------------------------------------------------------------
Robert M. Rosencrans * Director 1985 Mr. Rosencrans has been 1 None
747 Third Avenue President of Columbia
New York, NY 10017 International, Inc. since
(77) 1984. From 1962 to 1984
he was President and Chief
Executive Officer of United
Artists Cablesystems
Corporation.
T. Michael Tucker * Chairman 1997 Mr. Tucker is the owner of 1 None
747 Third Avenue and Director T. Michael Tucker, a
New York, NY 10017 certified public accounting
firm which (62) he established
in 1977.

Larry D. Kieszek * Director 1997 Mr. Kieszek is Managing 1 None
747 Third Avenue partner of Purvis, Gray &
New York, NY 10017 Company, a certified public
(53) accounting firm with which he
has been associated since
1974.
* Not an "interested person", as that is defined by the 1940 Act.
+ Directors and officers of the Fund serve until their resignation, removal or
retirement.

THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL
PART OF THIS SCHEDULE.

MATRIX ADVISORS
VALUE FUND, INC.

FINANCIAL HIGHLIGHTS
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT EACH YEAR

YEARS ENDED JUNE 30,
--------------------------------------------------------
2004 2003 2002 2001 2000

Net asset value, beginning of year .... $ 44.39 $ 41.14 $ 45.79 $ 43.49 $ 38.40
--------------------------------------------------------
Income from investment operations:
Net investment income ................. 0.94 0.14 0.09 0.20 0.11
Net realized and unrealized gain (loss)
on investments ...................... 8.89 3.32 (3.59) 3.03 5.30
--------------------------------------------------------
Total from investment operations ...... 9.83 3.46 (3.50) 3.23 5.41
--------------------------------------------------------

Less distributions:
Dividends from net investment
income .............................. (0.21) (0.08) (0.15) (0.15) 0.00
Distributions from realized gains ..... 0.00 (0.14) (1.03) (0.78) (0.32)
--------------------------------------------------------
Total distributions ................... (0.21) (0.22) (1.18) (0.93) (0.32)
--------------------------------------------------------

Paid-in capital from redemption
fees (Note 2) ......................... 0.01 0.01 0.03 -- --
--------------------------------------------------------

Net asset value, end of year .......... $ 54.02 $ 44.39 $ 41.14 $ 45.79 $ 43.49
========================================================

Total return .......................... 22.21% 8.52% (7.87%) 7.50% 14.18%

Ratios/supplemental data:
Net assets, end of year (millions) .... $ 315.9 $ 107.1 $ 60.9 $ 42.6 $ 18.1

Ratio of operating expenses to
average net assets:
Before expense reimbursement .......... 1.26% 1.33% 1.37% 1.37% 1.65%
After expense reimbursement ........... 0.99% 0.99% 0.99% 0.99% 0.99%

Ratio of net investment income
(loss) to average net assets:
Before expense reimbursement .......... 0.24% 0.20% (0.09%) 0.22% (0.35%)
After expense reimbursement ........... 0.51% 0.54% 0.29% 0.60% 0.31%

Portfolio turnover rate ............... 17% 30% 51% 55% 40%

THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL
PART OF THIS SCHEDULE.

MATRIX ADVISORS
VALUE FUND, INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND
SHAREHOLDERS OF MATRIX ADVISORS VALUE FUND, INC.
NEW YORK, NEW YORK

We have audited the accompanying Statement of assets and liabilities, including
the schedule of investments, of Matrix Advisors Value Fund, Inc. as of June 30,
2004, and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period then
ended and the financial highlights for each of the five years in the period then
ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (US). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements and financial highlights. Our procedures
included confirmation of securities owned as of June 30, 2004, by correspondence
with the custodian and brokers. 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
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Matrix
Advisors Value Fund, Inc. as of June 30, 2004, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended and the financial highlights for each of the five years in
the period then ended in conformity with auditing standards generally accepted
in the United States of America.

TAIT WELLER & BAKER

Philadelphia, Pennsylvania
August 6, 2004

BOARD OF DIRECTORS

Leonard M. Heine, Jr., Director Emeritus David
A. Katz, CFA
Larry D. Kieszek Robert M.
Rosencrans T. Michael Tucker

INVESTMENT ADVISOR
Matrix Asset Advisors, Inc. 747
Third Avenue, 31st Floor New York,
NY 10017 (800) 366-6223

CUSTODIAN
U.S. Bank, N.A. 425 Walnut Street Cincinnati, OH 45202

TRANSFER AGENT
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202

ADMINISTRATOR
U.S. Bancorp Fund Services, LLC 2020
East Financial Way, Ste. 100 Glendora,
CA 91741

DISTRIBUTOR
Quasar Distributors, LLC 615 East
Michigan Street Milwaukee, WI
53202-5207

INDEPENDENT ACCOUNTANTS
Tait, Weller & Baker 1818 Market
Street, Ste. 2400 Philadelphia, PA
19103

This report is intended for shareholders of the Fund and may not be used as
sales literature unless preceded or accompanied by a current prospectus.

Past performance results shown in this report should not be considered a
representation of future performance. Share price and returns will fluctuate so
that shares, when redeemed, may be worth more or less than their original cost.
Statements and other information herein are dated and are subject to change.

ITEM 2. CODE OF ETHICS.

The registrant has adopted a code of ethics that applies to the registrant's
principal executive officer and principal financial officer. The registrant has
not made any amendments to its code of ethics during the period covered by this
report. The registrant has not granted any waivers from any provisions of the
code of ethics during the period covered by this report.

A COPY OF THE REGISTRANT'S CODE OF ETHICS IS FILED HEREWITH.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant's board of directors has determined that there are two audit
committee financial experts serving on its audit committee. Messrs. Kieszek and
Tucker are the "audit committee financial experts" and are considered to be
"independent" as each term are defined in Item 3 of Form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The registrant has engaged its principal accountant to perform audit services,
audit-related services, tax services and other services during the past two
fiscal years. "Audit services" refer to performing an audit of the registrant's
annual financial statements or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years. "Audit-related services" refer to the assurance and
related services by the principal accountant that are reasonably related to the
performance of the audit. "Tax services" refer to professional services rendered
by the principal accountant for tax compliance, tax advice, and tax planning.
The following table details the aggregate fees billed for each of the last two
fiscal years for audit fees, audit-related fees, tax fees and other fees by the
principal accountant.

- ----------------------------- ----------------------- -----------------------
FYE 6/30/2004 FYE 6/30/2003
- ----------------------------- ----------------------- -----------------------
Audit Fees $13,500 $10,500
Audit-Related Fees -- --
Tax Fees $ 2,500 $2,500
All Other Fees -- --
- ----------------------------- ----------------------- -----------------------

The audit committee has adopted pre-approval policies and procedures that
require the audit committee to pre-approve all audit and non-audit services of
the registrant, including services provided to any entity affiliated with the
registrant. All of the principal accountant's hours spent on auditing the
registrant's financial statements were attributed to work performed by full-time
permanent employees of the principal accountant. (IF MORE THAN 50 PERCENT OF THE
ACCOUNTANT'S HOURS WERE SPENT TO AUDIT THE REGISTRANT'S FINANCIAL STATEMENTS FOR
THE MOST RECENT FISCAL YEAR, STATE HOW MANY HOURS WERE ATTRIBUTED TO WORK
PERFORMED BY PERSONS OTHER THAN THE PRINCIPAL ACCOUNTANT'S FULL-TIME, PERMANENT
EMPLOYEES.)

The following table indicates the non-audit fees billed by the registrant's
accountant for services to the registrant and to the registrant's investment
adviser (and any other controlling entity, etc.--not sub-adviser) for the last
two years. The audit committee of the board of trustees/directors has considered
whether the provision of non-audit services that were rendered to the
registrant's investment adviser is compatible with maintaining the principal
accountant's independence and has concluded that the provision of such non-audit
services by the accountant has not compromised the accountant's independence.

- ----------------------------------- -------------------- --------------------
Non-Audit Related Fees FYE 6/30/2004 FYE 6/30/2003
- ----------------------------------- -------------------- --------------------
Registrant -- --
Registrant's Investment Adviser -- --
- ----------------------------------- -------------------- --------------------

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to open-end investment companies.

ITEM 6. SCHEDULE OF INVESTMENTS.

Not applicable for periods ending before July 9, 2004.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

Not applicable to open-end investment companies.

ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASES.

Not applicable to open-end investment companies.

ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The registrant does not have any procedures by which shareholders may recommend
nominees to the registrant's board of directors.

ITEM 10. CONTROLS AND PROCEDURES.

(a) The Registrant's President and Treasurer has concluded that the
Registrant's disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940 (the "1940 Act")) are
effective as of a date within 90 days of the filing date of the report
that includes the disclosure required by this paragraph, based on the
evaluation of these controls and procedures required by Rule 30a-3(b)
under the 1940 Act and Rules 15d-15(b) under the Securities Exchange
Act of 1934, as amended.

(b) There were no significant changes in the Registrant's internal controls
over financial reporting that occurred during the Registrant's last
fiscal half-year that has materially affected, or is reasonably likely
to materially affect, the Registrant's internal control over financial
reporting.

ITEM 11. EXHIBITS.

(a) (1) ANY CODE OF ETHICS OR AMENDMENT THERETO, THAT IS SUBJECT OF THE
DISCLOSURE REQUIRED BY ITEM 2, TO THE EXTENT THAT THE REGISTRANT INTENDS TO
SATISFY ITEM 2 REQUIREMENTS THROUGH FILING AN EXHIBIT. Filed herewith

(2) CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002. Filed herewith.

(3) ANY WRITTEN SOLICITATION TO PURCHASE SECURITIES UNDER RULE 23C-1 UNDER
THE ACT SENT OR GIVEN DURING THE PERIOD COVERED BY THE REPORT BY OR ON
BEHALF OF THE REGISTRANT TO 10 OR MORE PERSONS. Not applicable to open-end
investment companies.

(B) CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.
Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) MATRIX ADVISORS VALUE FUND, INC.

By (Signature and Title) /s/ DAVID A. KATZ
--------------------------------------
David A. Katz, President

Date September 1, 2004
-----------------

Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By (Signature and Title) /s/ DAVID A. KATZ
-------------------------------------
David A. Katz, President/Treasurer

Date September 1, 2004
-----------------