AMENDMENT

                                                                  EXHIBIT - g(4)

                                    AMENDMENT

      AMENDMENT made as of May 31 2001 to that certain Custody Agreement dated
as of December 12, 1994 between Meridian Fund, Inc. (the "Fund") and The Bank of
New York ("Custodian") (such Custody Agreement hereinafter referred to as the
"Custody Agreement").

                                   WITNESSETH:

      WHEREAS, Rule 17f-7 under the Investment Company Act of 1940, as amended
(the "Rule"), was adopted on June 12, 2000 by the Securities and Exchange
Commission;

      Whereas, the Fund and Custodian desire to amend the Custody Agreement to
conform to the Rule;

      NOW, THEREFORE, the Fund and Custodian hereby agree as follows:

      A. The following new Article is hereby added to the Custody Agreement:

                              FOREIGN DEPOSITORIES

      1. As used in this Article, the term "Foreign Depository" shall mean each
Eligible Securities Depository as defined in Rule 17f-7 under the Investment
Company Act of 1940, as amended (the "Rule"), identified by Custodian to the
Fund from time to time, and their respective successors and nominees.

      2. Notwithstanding any other provision in this Agreement, the Fund hereby
represents and warrants, which representations and warranties shall be
continuing and shall be deemed to be reaffirmed upon any delivery of a
Certificate or any giving of Oral Instructions, Instructions, or Written
Instructions, as the case may be, that the Fund or its investment adviser has
determined that the custody arrangements of each Foreign Depository provide
reasonable safeguards against the custody risks associated with maintaining
assets with such Foreign Depository within the meaning of the Rule.

      3. With respect to each Foreign Depository, Custodian shall exercise
reasonable care, prudence, and diligence such as a person having
responsibilities for the safekeeping of the Fund's assets would exercise (i) to
provide the Fund or its investment adviser with an analysis of the custody risks
associated with maintaining assets with the Foreign Depository, and (ii) to
monitor such custody risks on a continuing basis and promptly notify the Fund of
any material change in such risks. Consistent with such reasonable care,
prudence and diligence, the Fund acknowledges and agrees, first, that such
analysis and monitoring shall be made on the basis of, and limited by,
information gathered from Subcustodians, from trade associations of which
Custodian is a member from time to time, or through publicly available
information otherwise obtained by Custodian, and shall not include any
evaluation of Country Risks, and, second, that information supplied by Custodian
with respect to the status of an institution as a Foreign Depository or utilized
by Custodian to conclude that an institution is a Foreign Depository shall be
limited to information supplied by such institution without any independent
verification. As used herein the term "Country Risks" shall mean with



respect to any Foreign Depository: (a) the financial infrastructure of the
country in which it is organized, but not of any Foreign Depository to the
extent covered by an analysis described in clause (i) of this Section, (b) such
country's prevailing custody and settlement practices, (c) nationalization,
expropriation or other governmental actions, (d) such country's regulation of
the banking or securities industry, (e) currency controls, restrictions,
devaluations or fluctuations, and (f) market conditions which affect the orderly
execution of securities transactions or affect the value of securities.

      B. Each party represents to the other that this Amendment has been duly
executed.

      C. This Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together,
constitute only one amendment.



      IN WITNESS WHEREOF, the Fund and Custodian have caused this Amendment to
be executed by their respective officers, therunto duly authorized, as of the
day and year first above written.

                                            MERIDIAN FUND, INC.

                                            By: Xxxxx X. Xxxxxxx
                                                ----------------
                                            Title: Treasurer & Secretary
                                            Tax Identification No:
                                              00-0000000
                                              00-0000000

                                            THE BANK OF NEW YORK

                                            By: Xxx X. Xxxxxx
                                                -------------
                                            Title: Xxx X. Xxxxxx
                                                   Vice President