EDGAR  EXHIBIT  12

Exhibit  12


September  22,  2000

Calvert  Large  Cap  Growth  Fund     &   Social  Responsibility Portfolio
a  series  of                             a  series  of
Calvert  Impact  Fund,  Inc.              Bridgeway  Fund.,  Inc.
4550  Montgomery  Avenue                  5615  Kirby  Dr.,  Suite  518
Bethesda,  Maryland  20814                Houston,  Texas  77005-2448


Re:  Acquisition  of  Assets of the Social Responsibility Portfolio, a series of
Bridgeway  Fund,  Inc.

Ladies  and  Gentlemen:

You  have  asked  for our opinion as to certain tax consequences of the proposed
acquisition  of  assets  of  the  Social  Responsibility  Portfolio, a series of
Bridgeway Funds, Inc., a Maryland corporation ("Selling Fund"), by Calvert Large
Cap  Growth  Fund  ("Acquiring Fund"), a series of Calvert Impact Fund, Inc., in
exchange  for  voting  shares  of  Acquiring  Fund  (the  Reorganization").

In  rendering  our  opinion,  we  have  reviewed  and  relied  upon  the  draft
Prospectus/Proxy  Statement  dated September 25, 2000 and the Agreement and Plan
of  Reorganization  (the  "Agreement")  dated  as of September 22, 2000. We have
relied,  without  independent  verification,  upon  the  factual statements made
therein,  and  assume  that  there will be no change in material facts disclosed
therein  between  the  date  of  this  letter  and  the  date  of closing of the
Reorganization. We further assume that the Reorganization will be carried out in
accordance  with  the  Agreement.  We  have  also  relied  upon  the  following
representations,  each of which has been made to us by officers of Calvert Large
Cap  Growth Fund and Bridgeway Fund, Inc. behalf of Acquiring Fund or of Selling
Fund:

The  Reorganization  will  be  consummated  substantially  as  described  in the
Agreement.

Acquiring  Fund  will  acquire from Selling Fund at least 90% of the fair market
value  of  the net assets and at least 70% of the fair market value of the gross
assets  held  by  Selling  Fund  immediately  prior  to  the Reorganization. For
purposes  of  this  representation,  assets  of  Selling  Fund  used  to  pay
reorganization  expenses,  cash retained to pay liabilities, and redemptions and
distributions (except for regular and normal distributions) made by Selling Fund
immediately preceding the transfer which are part of the plan of reorganization,
will  be  considered  as  assets  held  by Selling Fund immediately prior to the
transfer.

To  the best of the knowledge of management of Selling Fund, there is no plan or
intention  on the part of the shareholders of Selling Fund to sell, exchange, or
otherwise  dispose  of  a  number  of  Acquiring  Fund  shares  received  in the
Reorganization that would reduce the former Selling Fund shareholders' ownership
of Acquiring Fund shares to a number of shares having a value, as of the date of
the Reorganization (the "Closing Date"), of less than 50 percent of the value of
all  of the formerly outstanding shares of Selling Fund as of the same date. For
purposes of this representation, Selling Fund shares exchanged for cash or other
property will be treated as outstanding Selling Fund shares on the Closing Date.
There  are  no  dissenters'  rights  in  the Reorganization, and no cash will be
exchanged  for  Selling  Fund  shares  in lieu of fractional shares of Acquiring
Fund.  Moreover,  shares  of  Selling  Fund and shares of Acquiring Fund held by
Selling  Fund shareholders and otherwise sold, redeemed, or disposed of prior or
subsequent  to  the  Reorganization  will  be  considered  in  making  this
representation,  except for shares of Selling Fund or Acquiring Fund redeemed in
the  ordinary course of business of Selling Fund or Acquiring Fund in accordance
with  the  requirements  of section 22(e) of the Investment Company Act of 1940.

Selling  Fund  has  not  redeemed  and  will not redeem the shares of any of its
shareholders  in  connection  with  the  Reorganization  except  to  the  extent
necessary  to  comply  with  its  legal  obligation  to  redeem  its  shares.

The management of Acquiring Fund has no plan or intention to redeem or reacquire
any  of the Acquiring Fund shares to be received by Selling Fund shareholders in
connection  with  the  Reorganization,  except to the extent necessary to comply
with  its  legal  obligation  to  redeem  its  shares.

The  management of Acquiring Fund has no plan or intention to sell or dispose of
any  of  the assets of Selling Fund, which will be acquired by Acquiring Fund in
the  Reorganization,  except  for  dispositions  made  in the ordinary course of
business,  and  to  the extent necessary to enable Acquiring Fund to comply with
its  legal  obligation  to  redeem  its  shares.

Following the Reorganization, Acquiring Fund will continue the historic business
of  Selling  Fund  in  a substantially unchanged manner as part of the regulated
investment company business of Acquiring Fund, or will use a significant portion
of  Selling  Fund's  historic  business  assets  in  a  business.

There  is  no  indebtedness  between  Acquiring  Fund  and  Selling  Fund.

Acquiring  Fund  does  not own, directly or indirectly, and has not owned in the
last  five  years, directly or indirectly, any shares of Selling Fund. Acquiring
Fund  will  not  acquire  any  shares of Selling Fund prior to the Closing Date.

Acquiring  Fund  will  not  make  any  payment of cash or of property other than
shares  to Selling Fund or to any shareholder of Selling Fund in connection with
the  Reorganization.

Pursuant  to the Agreement, the shareholders of Selling Fund will receive solely
Acquiring  Fund  voting  shares  in  exchange for their voting shares of Selling
Fund.

The fair market value of the Acquiring Fund shares to be received by the Selling
Fund  shareholders  will  be approximately equal to the fair market value of the
Selling  Fund  shares  surrendered  in  exchange  therefor.

Subsequent  to the transfer of Selling Fund assets to Acquiring Fund pursuant to
the  Agreement,  Selling  Fund  will  distribute  the  shares of Acquiring Fund,
together with other assets it may have, in final liquidation as expeditiously as
possible.

Selling  Fund  is not under the jurisdiction of a court in a Title 11 or similar
case  within  the meaning of Section 368(a) (3) (A) of the Internal Revenue Code
of  1986,  as  amended  (the  "Code").

Selling  Fund is treated as a corporation for federal income tax purposes and at
all  times  in its existence has qualified as a regulated investment company, as
defined  in  Section  851  of  the  Code.

Acquiring  Fund  is treated as a corporation for federal income tax purposes and
at  all  times in its existence has qualified as a regulated investment company,
as  defined  in  Section  851  of  the  Code.

The  sum  of the liabilities of Selling Fund to be assumed by Acquiring Fund and
the  expenses  of  the Reorganization does not exceed twenty percent of the fair
market  value  of  the  assets  of  Selling  Fund.

The  foregoing  representations  are true on the date of this letter and will be
true  on  the  date  of  closing  of  the  Reorganization.

Based  on  and  subject  to  the  foregoing,  and  our  examination of the legal
authority,  we  have  deemed  to be relevant, it is our opinion that for federal
income  tax  purposes:

The  acquisition by Acquiring Fund of substantially all of the assets of Selling
Fund  solely  in  exchange  for  voting shares of Acquiring Fund followed by the
distribution  by  Selling Fund of said Acquiring Fund shares to the shareholders
of  Selling  Fund  in  exchange  for their Selling Fund shares will constitute a
reorganization  within  the  meaning of Section 368 (a) (1) (C) of the Code, and
Acquiring  Fund  and  Selling  Fund  will  each be via party to a reorganization
within  the  meaning  of  Section  368(b)  of  the  Code.

No  gain  or  loss  will  be  recognized  to  Selling  Fund upon the transfer of
substantially  all  of  its  assets  to  Acquiring  Fund  solely in exchange for
Acquiring  Fund  voting  shares  and  assumption  by  Acquiring  Fund of certain
identified  liabilities  of  Selling  Fund,  or  upon  the  distribution of such
Acquiring Fund voting shares to the shareholders of Selling Fund in exchange for
all  of  their  Selling  Fund  shares.

No  gain  or  loss  will be recognized by Acquiring Fund upon the receipt of the
assets of Selling Fund (including any cash retained initially by Selling Fund to
pay  liabilities  but  later  transferred) solely in exchange for Acquiring Fund
voting shares and assumption by Acquiring Fund of certain identified liabilities
of  Selling  Fund.

The  basis  of the assets of Selling Fund acquired by Acquiring Fund will be the
same as the basis of those assets in the hands of Selling Fund immediately prior
to  the  transfer,  and  the holding period of the assets of Selling Fund in the
hands  of  Acquiring Fund will include the period during which those assets were
held  by  Selling  Fund.

The  shareholders  of  Selling  Fund  will  recognize  no  gain or loss upon the
exchange  of  all  of their Selling Fund shares solely for Acquiring Fund voting
shares.  Gain,  if  any,  will  be  realized by Selling Fund shareholders who in
exchange  for  their  Selling  Fund  shares  receive  other property or money in
addition  to Acquiring Fund shares, and will be recognized, but not in excess of
the  amount  of  cash  and  the  value  of  such other property received. If the
exchange  has  the  effect of the distribution of a dividend, then the amount of
gain  recognized  that  is  not  in excess of the ratable share of undistributed
earnings  and  profits  of  Selling  Fund  will  be  treated  as  a  dividend.

The basis of the Acquiring Fund voting shares to be received by the Selling Fund
shareholders  will  be  the  same  as  the  basis  of  the  Selling  Fund shares
surrendered  in  exchange  therefor.

The  holding  period  of  the Acquiring Fund voting shares to be received by the
Selling  Fund shareholders will include the period during which the Selling Fund
shares  surrendered  in  exchange  therefor were held, provided the Selling Fund
shares  were  held  as  a  capital  asset  on  the  date  of  the  exchange.

This  opinion  letter is delivered to you in satisfaction of the requirements of
sections 8.D. and 9.D. of the Agreement. We hereby consent to the filing of this
opinion  as an exhibit to the Registration Statement on Form N-14 and the use of
our  name  and any reference to our firm in the Registration Statement or in the
Prospectus/Proxy  Statement constituting a part thereof. In giving such consent,
we  do  not  thereby  admit  that  we  come within the category of persons whose
consent  is  required under Section 7 of the Securities Act of 1933, as amended,
or  the  rules  and  regulations  of  the  Securities  and  Exchange  Commission
thereunder.


Very  truly  yours,

/s/  James  H.  Ellis,  Esq.

James  H.  Ellis,  Esq.