ASSIGNMENT AGREEMENT

                               EXHIBIT 8(a)

 
                               COPY OF THE


                          ASSIGNMENT AGREEMENT


                        TO THE CUSTODIAL AGREEMENT


                            ASSIGNMENT AGREEMENT


   This Agreement is entered into as of January 5, 1998 by and among
Greenspring Fund, Incorporated (the "Fund"), Wilmington Trust Company ("WTC")
and PNC Bank, N.A. ("PNC").

   WHEREAS, the Fund and WTC entered into a Custody Agreement
(the "Fund Agreement") as of October 1, 1994 pursuant to which WTC provides
certain services to the Fund as described therein;

   WHEREAS, WTC wishes to assign its right, title and interest in and
under the Fund Agreement and its duties and obligations under the Fund Agreement
to PNC, and such assignment is acceptable to the Fund;

   NOW THEREFORE, the parties hereto, in consideration of the
premises and agreements contained herein, and intending to be legally bound 
hereby, agree as follows:

   1.   Assignment.  WTC hereby assigns all of its right, title and
   interest in and under the Fund Agreement, and its duties and
   obligations under the Fund Agreement arising from the date hereof,
   to PNC.  PNC hereby accepts such assignment.

   2.   Acceptance by Fund.  The Fund hereby accepts and agrees
   to the assignment described in Section 1 hereof.

   3.   Fund Agreement.  The Fund Agreement shall remain
   unchanged except as is consistent with the provisions hereof.

   4.   Governing Law.  This Agreement shall be governed by
   Delaware law, without regard to principles of conflicts of law.

   5.   Successors and Assigns.  This Agreement shall be binding
   upon and shall inure to the benefit of the parties hereto and their
   respective successors and permitted assigns.

   6.   Execution.  This Agreement may be executed in two or
   more counterparts, each of which shall be deemed an original, but all
   of which together shall constitute one and the same instrument.  The
   facsimile signature of any party to this Agreement shall constitute the
   valid and binding execution hereof by such party.

   7.   Further Actions.  Each party agrees to perform such further
   acts and execute such further documents as may be necessary to
   effectuate the purposes hereof.  


   IN WITNESS WHEREOF, the parties to this Agreement have
caused this Agreement to be executed as of the day and year first above written.

GREENSPRING FUND,                WILMINGTON TRUST COMPANY
INCORPORATED

By:  __________________          By: _______________________     
                                                                       

Title: ________________          Title: ____________________            
                                                                            
                                                                            
                                                                       
PNC BANK, N.A.

By:  ____________________                                   

Title:  Chairman