Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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                                The Henlopen Fund
                (Name of Registrant as Specified in its Charter)

     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

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                                THE HENLOPEN FUND
                   Longwood Corporate Center South, Suite 213
                                415 McFarlan Road
                       Kennett Square, Pennsylvania 19348

                               September 25, 2002

Dear Shareholder:

       You should have previously received a proxy statement and proxy card
regarding the Special Meeting of the shareholders of The Henlopen Fund scheduled
to be held starting at 9:00 a.m. on September 30, 2002 at Longwood Corporate
Center South, Suite 213, 415 McFarlan Road, Kennett Square,
Pennsylvania 19348.

       I am writing to you today for three reasons. First, I am writing to
inform you that the Special Meeting has been postponed until October 15, 2002,
at 9:00 a.m., in order to give our shareholders additional time to vote their
shares before the Special Meeting.

       Second, the location of the Special Meeting has changed. The Special
Meeting will now be held at the Hilton Garden Inn, 815 East Baltimore Pike,
Kennett Square, Pennsylvania 19348. The Hilton Garden Inn's telephone number is
(610) 444-9100. The Hilton Garden Inn has a larger facility which we believe
will better accommodate the Special Meeting in light of the attendance we
currently anticipate.

       Finally, I want you to be aware of a recent development relative to the
election of five trustees to be voted on at the Special Meeting. Subsequent to
the mailing of the proxy statement, one of the nominees named in the proxy
statment, John A. Krol, was appointed to the Board of Directors of Tyco
International Ltd. Mr. Krol has informed us that he believes the demands of this
new position, along with his other board commitments, will not allow him to
remain a trustee of The Henlopen Fund beyond the end of 2002, and he has
indicated that he intends to resign later this year. Mr. Krol remains a nominee
and the Board of Trustees has not changed its previous recommendation that you
vote in favor of Mr. Krol's election. If, as currently anticipated, Mr. Krol
resigns as a trustee, the Fund's Trust Instrument provides that a majority of
the remaining trustees then in office may appoint a replacement, subject to
certain limitations under the Investment Company Act of 1940, as amended. After
the Special Meeting, the independent trustees will seek to identify a
replacement for Mr. Krol on the Board of Trustees in anticipation of his
expected resignation.

       A new proxy card is enclosed for your convenience. If you have already
voted and do not wish to change your vote or revoke your proxy, you do not need
to take any action. If you have not yet voted or if you have already voted and
wish to change your vote or revoke your proxy, please use the enclosed proxy
card. Even if you own only a few shares, your vote is very important.


                                                    /s/ Michael L. Hershey

                                                    Michael L. Hershey


                              OF THE HENLOPEN FUND

The undersigned constitutes and appoints Michael L. Hershey and Bruce V.
Vogenitz, and each of them singly, with power of substitution, attorneys and
proxies for and in the name and place of the undersigned to appear and vote with
the same effect as the undersigned at the special meeting of shareholders of The
Henlopen Fund, on October 15, 2002, at 9:00 a.m. (Eastern Daylight Time), at the
Hilton Garden Inn, 815 East Baltimore Pike, Kennett Square, Pennsylvania 19348,
and at any adjournments or postponements thereof, all shares of stock of The
Henlopen Fund that the undersigned is entitled to vote as indicated on the
reverse side of this card.

This proxy wil be voted as specified. If no specification is made, this proxy
will be voted FOR each proposal.

This proxy is solicited on behalf of the trustees of The Henlopen Fund

                                  Dated: ___________________, 2002


                                  The signature on this proxy should correspond
                                  exactly with the name of the shareholder as it
                                  appears on the proxy.  If stock is issued in
                                  the name of two or more persons, each should
                                  sign the proxy. If a proxy is signed by an
                                  administrator, trustee, guardian, attorney or
                                  other fiduciary, please indicate full title as

Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]

1.  To elect five trustees.               FOR all nominees           WITHHOLD
                                              listed           authority to vote
(01) Robert J. Fahey, Jr.                   (except as          for all nominees
(02) Michael L. Hershey*                   marked to the         listed at left
(03) Stephen L. Hershey, M.D.*           contrary at left)
(04) John A. Krol
(05) John H. Remer
*interested Nominees

(INSTRUCTION: To withhold authority             |_|                    |_|
to vote for any individual nominee,
write that nominee(s) name(s) in the
space provided below.)

- --------------------------------------

                                               FOR        AGAINST        ABSTAIN

2.   To approve the amendment to               |_|          |_|            |_|
     fundamental investment restriction
     No. 1.

3.   To approve the amendment to               |_|          |_|            |_|
     fundamental investment restriction
     No. 2

4.   To approve the amendment to               |_|          |_|            |_|
     fundamental investment restriction
     No. 4

5.   To approve the amendment to Section
     11.4(b) of the Fund's Trust               |_|          |_|            |_|

In their discretion upon such other business as may properly come before the

Please check box at right if you will be attending the meeting.            [_]