DAVIS SERIES INC
N-30D, 1999-03-08
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                                                   DAVIS GROWTH OPPORTUNITY FUND
                                                            DAVIS FINANCIAL FUND
                                                          DAVIS REAL ESTATE FUND
                                               DAVIS CONVERTIBLE SECURITIES FUND
                                                      DAVIS GOVERNMENT BOND FUND
                                                          DAVIS GOVERNMENT MONEY
                                                                     MARKET FUND

                                                                   ANNUAL REPORT
                                                               DECEMBER 31, 1998





                                                              [DAVIS FUNDS LOGO]
<PAGE>
DAVIS SERIES, INC.
P.O. Box 1688, 124 East Marcy Street
Santa Fe, New Mexico 87501
================================================================================
Dear Fellow Shareholder:

MARKET OVERVIEW

1998 was a year when no one, including ourselves, seemed capable of consistently
predicting  the trend of the market.  What lessons did we learn as managers (and
the largest investors in our funds) from the market's volatile  performance last
year?  The first  lesson is that it pays to stay aboard for the long voyage with
stocks inspite of occasional financial hurricanes. It's like being in a sailboat
circling  the globe.  Most of the time you can't get off  because  you're in the
middle of the ocean. You've got to ride out whatever storms may come your way.

The second lesson we learned is that to stay  invested  during  turbulent  times
requires  keeping within a circle of competence.  Our expertise is buying growth
at a value  price based on  rigorous  research.  Research is the North Star that
guides us and gives us the  conviction  to hold fast even when we are  bombarded
with negative information.

The third lesson is that buying on market dips worked again.  This suggests that
rather than panicking and selling,  it is better to keep on a steady course. One
of the easiest ways to do this is to make  investing a regular  habit through up
and down markets with a program of dollar cost averaging.(1)

The fourth  lesson is that the Federal  Reserve  Board (the "Fed") really is the
investor's  friend.  After the  market  declined  20% last  year,  the Fed moved
aggressively to reduce interest rates.(2) With inflation low, the Fed appears to
prefer  nurturing  slow,  continuous  growth  through  attempts to moderate  the
business cycle rather than driving the economy into recession.  This reduces the
risk that corporate earnings might collapse and may help avoid a big collapse in
the stock  market.  Still,  we have to keep in mind that the Fed was prepared to
have a 20% market drop before it acted last year, and it might be willing to let
the market drop 20% again.

Looking ahead, we are neither totally  bearish nor  euphorically  bullish in the
short run. Stock  valuations  are currently high but, at the same time,  nothing
succeeds like success.  Financial  assets have been successful for investors and
are still benefiting from that momentum. In addition, huge money flows are being
created by baby boomers saving for their  retirement and by central banks around
the world stimulating  money-supply growth. A good bit of this money is spilling
into the financial markets and marking prices up.

At the end of the day, we believe the  strength  and  direction  of earnings are
likely to  determine  the market  outlook  in 1999.  But the  crosscurrents  and
variables that could affect earnings are numerous.  What will happen to the U.S.
dollar?  Will the Euro be strong or weak?  Will China  devalue?  Will Japan turn
around? Will the Asian nations find the legal and political resolve to deal with
their huge  overhang of debt?  Will the Fed raise  interest  rates or lower them
further?  What will  happen on the  American  political  scene?  What  about the
potential for year 2000 computer disruptions?

While the market does face a number of potentially  troublesome problems,  there
are few attractive  alternatives to equities.  Moreover, it is still possible to
find good  stocks to put on our  shopping  list  because  we live in a  dynamic,
constantly  changing economy and the American  business model still works.  U.S.
companies are  undergoing  another  round of  restructuring,  consolidation  and
cost-cutting  in order to concentrate on core  businesses,  improve  bottom-line
earnings and raise returns on capital.
<PAGE>
DAVIS SERIES, INC.
P.O. Box 1688, 124 East Marcy Street
Santa Fe, New Mexico 87501
================================================================================
We approach the job of investing  shareholders'  money and our own pragmatically
with the long-term in mind.  We intend to remain  fairly fully  invested--trying
every day to make sensible  decisions,  rather than getting carried away with an
overly bullish or bearish stance.  We emphasize  firsthand  research and meeting
with company managements so we are prepared to act when opportunities arise. And
we seek  to buy  stocks  at  pressure  points  when  their  prices  have  dipped
temporarily.

If you take a 30-year view of the market,  assume a starting  level of 9,000 for
the Dow and compound  that figure at 7% annually,  the Dow would be at 72,000 in
three decades.  Even if the Dow dropped to 6,000 and you compound that amount at
7% a year, the Dow would reach 48,000 in 30 years. Given those possibilities, we
are not going to make  market  calls,  we are just going to stay  aboard for the
long voyage.

Sincerely,

/s/ Shelby M.C. Davis

    Shelby M.C. Davis
    Chief Investment Officer

February 19, 1999

                                       2
<PAGE>
DAVIS SERIES, INC.
P.O. Box 1688, 124 East Marcy Street
Santa Fe, New Mexico 87501
================================================================================
MANAGEMENT'S DISCUSSION AND ANALYSIS

DAVIS FINANCIAL FUND

PERFORMANCE OVERVIEW

+     The Davis  Financial Fund  outperformed  its peer group,  with the Class A
      shares  generating  a total  return on net asset  value of 14.17%  for the
      one-year  period and 25.53% for the  five-year  period ended  December 31,
      1998.(4) By way of  comparison,  the funds  included in Lipper  Analytical
      Services'  financial  services funds category  provided average returns of
      6.85%  and  23.28%  for  the  latest   one-year  and  five-year   periods,
      respectively.(5)

+     Morningstar  has  awarded  the  Fund's  Class A shares its  highest  *****
      (five-star)  rating  overall  and  for the  latest  three-  and  five-year
      periods.(6) According to Morningstar,  "The fund's five-year record is now
      among the category's best....the fund remains a compelling option."(7)

AN INTERVIEW WITH CHRISTOPHER C. DAVIS AND KENNETH CHARLES  FEINBERG,  PORTFOLIO
MANAGERS

Q.  Could you recap the performance of financial stocks during 1998?

A. The  first  half of the  year  progressed  favorably  with  financial  stocks
generally  performing  well and benefiting  from benign trends in interest rates
and inflation.  The economy was healthy  enough to keep consumer  confidence and
spending high but not too strong to overly worry  investors  about a significant
Federal Reserve tightening.  This "Goldilocks" economy combined with outstanding
credit trends in corporate America and stable credit trends on the consumer side
produced   favorable   earnings   comparisons  for  most  financial   companies,
particularly  relative  to the  sluggish  growth  of the S&P 500.  As a  result,
price/earnings  multiples for financial  stocks improved and relative  multiples
for banks  approached 80% of the overall  market--a level not achieved since the
mid-1970s.

However,  the investment climate changed dramatically in August due to very real
concerns  regarding the health of the  worldwide  economy and whether the United
States would be pushed into recession. Among the negatives confronting investors
were: serious recessions in several Southeast Asian countries;  a banking crisis
and weakened  political  leadership that were preventing  Japan from helping its
neighbors'  economies  recover;  political  instability  in Indonesia;  currency
devaluations  in many  countries  as well as the fear that  these  would lead to
devaluations  in  China  and  Brazil,  potentially  triggering  a new  round  of
devaluations; and the threat that deflation would spread worldwide.

The final straw was Russia's  devaluation and default on its debt, which shocked
financial  markets  around  the world and set off a flight to quality by nervous
investors not seen in decades. Liquidity dried up dramatically and yield spreads
on fixed-income  securities widened  significantly versus U.S. Treasuries.  This
created  huge losses at many hedge funds and at the banks and  investment  banks
that had either financed those hedge funds or traded in fixed-income securities.
The  necessary  bailout  of hedge fund  Long-Term  Capital  Management,  and the
realization that such problems could jeopardize the health of the U.S. financial
system made many investors  reluctant to own financial  stocks. As often happens
during market panics,  financial  stocks were sold off almost  indiscriminately,
regardless of the actual risk exposures of individual companies.

                                       3
<PAGE>
DAVIS SERIES, INC.
P.O. Box 1688, 124 East Marcy Street
Santa Fe, New Mexico 87501
================================================================================
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED

AN INTERVIEW WITH CHRISTOPHER C. DAVIS AND KENNETH CHARLES  FEINBERG,  PORTFOLIO
MANAGERS - CONTINUED

Q. Why were financial stocks affected worse than the overall market?

A. The financial hurricane of 1998 reminded investors of the potential risk that
accompanies leveraged  institutions.  The average bank has assets that are 12 to
14 times  shareholders'  equity,  while  the  average  investment  bank can have
leverage up to 30 times shareholders' equity. As a result, a meaningful decrease
in asset values arising from lower prices on fixed-income  securities or eroding
loan quality can have a dramatically  magnified  impact on equity  values.  This
leverage  in the  financial  system is what  unnerves  investors  during  market
reversals.

Q.  How did the Fund react during this volatile period?

A.  Clearly,  we were  concerned  about the  tremendous  uncertainty  created by
deteriorating economies and declining markets around the world. However, we felt
that the  Federal  Reserve  would do what it could to  prevent a U.S.  recession
because  inflation was no longer its primary  near-term  concern.  We recognized
that U.S.  consumers  were actually  quite well off, with  unemployment  low and
wages  rising.  Consumers  were also  benefiting  from the ability to  refinance
mortgages at lower interest  rates,  from falling  energy  prices,  and from the
greater  purchasing  power  associated  with a strong dollar,  which reduces the
price of imports. So we used this period of volatility to build up our positions
in  consumer-oriented  companies such as American  Express,  Progressive,  Wells
Fargo and Philip Morris.(8)

We also took advantage of a broad sell-off in consumer finance stocks that began
when a crucial  form of  financing--loan  securitization--dried  up for subprime
mortgage lenders.  Many aggressive subprime lenders with overstated earnings and
weak balance sheets would indeed be permanently damaged by losing this source of
funding.  Their  shares  prices  rightfully  plummeted.  But share prices of ALL
companies  that use loan  securitization  as even a partial  funding source were
punished, regardless of the quality of their loan portfolios, balance sheets and
funding     alternatives.     This    created    some     outstanding     buying
opportunities--enabling us to add to our holdings of Household International and
Providian  Financial  and  establish  positions  in Capital One and MBNA at very
advantageous  prices.(8) It's an example of how being a research-intensive  firm
and knowing our companies intimately can allow us to capitalize on brief windows
of opportunity when markets overreact to short-term issues.

Q.  What is your outlook for financial stocks?

A. Because  financial  stocks had steadily  outperformed the overall market this
past decade,  we view their relative  underperformance  in 1998 as an inevitable
natural  occurrence.  We remain  excited that many of our  favorite  world-class
financial companies with established  franchises and talented managements can be
purchased  at 30% to 40%  discounts  to the S&P 500  despite  what we believe is
faster long-term growth potential.  We continue to believe that financial stocks
offer one of the most attractive investment opportunities over the next 20 years
for several reasons. These reasons include:

+     Powerful  demographic  trends that should lead to higher savings rates and
      growing demand for financial products worldwide;

                                       4
<PAGE>
DAVIS SERIES, INC.
P.O. Box 1688, 124 East Marcy Street
Santa Fe, New Mexico 87501
================================================================================
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED

AN INTERVIEW WITH CHRISTOPHER C. DAVIS AND KENNETH CHARLES  FEINBERG,  PORTFOLIO
MANAGERS - CONTINUED

+     The  deregulation  of huge  markets in Europe and Asia that should open up
      great growth opportunities for U.S. companies;

+     Tremendous  consolidation within financial services industries that should
      lead to improving profit margins at surviving companies;

+     The continuing  emergence of brand-name companies that should increasingly
      gain  market   share  from   weaker   competitors   and   receive   higher
      price/earnings  multiples going forward;  and

+     Strong  free  cash  flow that can be used to  increase  shareholder  value
      through share repurchases, acquisitions and higher dividends.

MANAGEMENT'S DISCUSSION AND ANALYSIS

DAVIS REAL ESTATE FUND

PERFORMANCE OVERVIEW

+     The Davis Real Estate Fund  (Class A shares at net asset  value)  declined
      15.56% for the  one-year  period  ended  December  31,  1998.(4) By way of
      comparison,  the Morgan Stanley REIT (Real Estate  Investment Trust) Index
      declined 16.90% during the same time period.(9)

+     Over the  three-year  period ended  December 31, 1998,  the Fund's Class A
      shares  generated  an average  annual  total  return on net asset value of
      13.12% versus a return of 10.19% for the Morgan Stanley REIT Index.

+     In November 1998, Business Week selected the Davis Real Estate Fund as one
      of five "standout" REIT funds.(10)

AN INTERVIEW WITH ANDREW A. DAVIS, PORTFOLIO MANAGER

Q. Could you provide  some  perspective  on the recent  performance  of the real
estate industry?

A. Real estate stocks were one of the worst-performing market sectors last year.
Yet by almost every measure other than stock  prices,  the real estate  industry
looks terrific.  The earnings of real estate companies are outstanding.  The new
supply of real estate has slowed dramatically. The availability of financing for
developers   has   decreased   significantly,   which  lessens  the  chance  for
overbuilding.  Dividend growth is strong, at about 5% a year, and yields on real
estate stocks are at an unprecedented high level relative to U.S. Treasuries and
utilities.(11)  Moreover,  we believe  those  yields  appear safe except under a
worst-case scenario, which we think is unlikely to happen.

                                       5
<PAGE>
DAVIS SERIES, INC.
P.O. Box 1688, 124 East Marcy Street
Santa Fe, New Mexico 87501
================================================================================
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED

AN INTERVIEW WITH ANDREW A. DAVIS, PORTFOLIO MANAGER - CONTINUED

But while we see this long string of positives, the market doesn't. Instead, the
market is seeing what happened  last time, in the mid 1980s,  when a huge amount
of tax-oriented  development came on-stream in all product categories nationwide
just as the economy was  collapsing.  As the economy moved into recession in the
late  1980s and early  1990s,  demand  for real  estate  plummeted,  creating  a
supply-driven depression in real estate.

We see a very different environment today. We have an economy that looks like it
is heading for a soft landing.  While we have new supply of real estate  coming,
it is nowhere  near the  amounts of 10 or 15 years  ago.  Furthermore,  with the
economy growing pretty consistently for a decade, it's only natural that we need
some selective development and new construction. However, investors appear to be
walking into the future with their eyes on the past.  And until that  psychology
turns, real estate stocks are likely to be in the doldrums.

Q.  Do you see any potential clouds on the horizon for the industry?

A. There are two possible  concerns,  but we are not overly worried about either
of them. One is that if we have a protracted  recession,  particularly  one that
leads to a period of deflation,  real estate would perform poorly, but we do not
believe  any worse  than the rest of the stock  market.  The other is what could
happen if the  funding  cycle is not truly under  control  and  capital  becomes
overly plentiful again,  resulting in another round of overbuilding and marginal
development.   We've  seen  no  evidence  of  such   easy-money   conditions  or
freewheeling  spending since the rebirth of the REIT industry in 1992, but it is
something we always monitor.

Q. How have you  positioned  the Fund to take  advantage  of what you believe is
this temporary drop in REIT valuations?

A.  In  this  environment,  we  have  concentrated  the  Fund's  investments  on
high-quality  REITs in diverse areas.  Among our favorite  holdings now are Home
Properties,  in the apartment arena;  Centerpoint Properties,  in the industrial
sector;  Vornado,  a diversified REIT;  Alexandria,  in the medical office space
sector; and JDN Realty, a shopping-center REIT.(8)

Q.  What is your outlook for the year ahead?

A. Looking at the companies we own, we see a very similar  picture to last year.
The primary  difference  between  then and now is that last year the stocks were
trading at 12 times earnings and today they're trading at nine times  earnings--
the lowest level they've been in the past four years.  We expect these companies
to show earnings  growth in the  neighborhood of 8% in 1999 plus dividend yields
of around 7%.  These means total  returns of 10% to 15% are  possible,  assuming
multiples hold at their current level or better.(11)

If these  companies  generate  earnings growth of 10% over the next year and the
stocks  don't  advance,  then they would be trading  at six times  earnings  and
probably yielding 9%, which wouldn't make any sense. At nine times earnings,  we
believe the case for owning  these stocks is  compelling,  not only in dedicated
real estate  funds but in equity  funds across the  board--that  is,  unless you
think  the stock  market  overall  will  continue  to  return  20% to 25% a year
forever, which we don't.

                                       6
<PAGE>
DAVIS SERIES, INC.
P.O. Box 1688, 124 East Marcy Street
Santa Fe, New Mexico 87501
================================================================================
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED

AN INTERVIEW WITH ANDREW A. DAVIS, PORTFOLIO MANAGER - CONTINUED

We  believe  all the  evidence  is  solidly  in  favor of real  estate  making a
significant  upward move.  While we cannot predict when this might occur, we are
extremely  comfortable  adding to our  holdings of well-run  companies  that are
capable of  generating  steadily  increasing  rental income and solid returns on
capital.  We think these quality  companies will ultimately be accorded  premium
valuations in the market as other investors recognize their true worth.

MANAGEMENT'S DISCUSSION AND ANALYSIS

DAVIS CONVERTIBLE SECURITIES FUND

PERFORMANCE OVERVIEW

+     The Davis Convertible  Securities Fund (Class A shares at net asset value)
      declined  1.79% for the  one-year  period ended  December 31,  1998.(4) In
      comparison,   the  59  funds  included  in  Lipper  Analytical   Services'
      convertible  securities funds category provided an average return of 4.40%
      during the same time period.(5)

+     The  Fund  delivered  average  annual  total  returns  of  17.83%  for the
      three-year  period,  14.09% for the five-year period, and 15.14% since its
      inception on May 1, 1992 through  December  31,  1998.(4)  This ranked the
      Fund seventh among the 37 funds in the Lipper convertible securities funds
      category for the latest  three  years,  fourth among 25 such funds for the
      latest  five years and third  among 18 such funds in  existence  since the
      Fund's inception date.(5)

+     In  November  1998,   Ticker  magazine   selected  the  Davis  Convertible
      Securities Fund as one of three convertible funds "that over the long term
      have offered solid returns with relatively low volatility."(12)

AN INTERVIEW WITH ANDREW A. DAVIS, PORTFOLIO MANAGER

Q.  What is the Fund's overriding investment approach?

A.  Convertible  bonds can be exchanged for common stock of the issuing  company
and,  therefore,  share  features of both  stocks and bonds.  Our goal is to use
convertibles  to  provide  investors  with the  opportunity  to  participate  in
equity-market total returns with a degree of downside protection.

Convertible  securities are well-suited for a variety of market  conditions.  If
the issuing company's common stock increases in price, the convertible  security
will generally  appreciate in value.  If the underlying  share price falls,  the
income  received as a bond  provides some  protection  against  declining  stock
prices.  The Davis  Convertible  Securities  Fund targets  convertibles  that we
expect  will  participate  in at  least  80% of the  underlying  common  stock's
appreciation  but that  have only 50% of the  downside  risk if the price of the
common stock falls.(13)

Q. How would you sum up the  performance of the  convertible  market in 1998 and
the outlook for the year ahead?

                                       7
<PAGE>
DAVIS SERIES, INC.
P.O. Box 1688, 124 East Marcy Street
Santa Fe, New Mexico 87501
================================================================================
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED

AN INTERVIEW WITH ANDREW A. DAVIS, PORTFOLIO MANAGER - CONTINUED

A. We have been saying for the past year that convertibles  looked pricey. As it
turned out, we were not entirely correct. Convertibles weren't just pricey, they
were very pricey.  Convertibles didn't rally nearly as much as the S&P 500 Index
in 1998  because,  relative to the S&P 500, they were  expensive.  Historically,
investors buy convertibles with an "I get paid to wait" mentality. But investors
get paid to wait only if convertibles  offer  attractive  yields and if they can
buy them  without  paying a huge premium to the  underlying  common stock price.
Last year,  convertible yields were relatively low while premiums were too high,
a poor combination.

Looking  ahead,  the  picture  is  brighter  for 1999  because,  after  the poor
performance of  convertibles  in 1998, the  convertible  market as a whole looks
like  a  better  value  relative  to the  S&P  500  Index.  In  particular,  the
yield-to-premium  relationship is more attractive now, which is a real positive.
In other words,  investors  are getting more yield and paying  smaller  premiums
than they did in 1998.

Q.  What's your strategy given the current market environment?

A. Part of the reason the Fund's  performance  lagged in 1998 was because two of
our favorite  groups,  energy and real estate,  were weak. We intend to maintain
our focus on these two areas even though they are currently out of favor, and we
have continued to upgrade the quality of our holdings in each of these groups in
anticipation that they will perform quite well over the long term.

We have not, and will not,  chase the sort of  speculative  companies  that have
performed  well over the past year.  While that has hurt our  performance in the
short run, we are confident  that sticking with the long-term  Davis  investment
discipline  of buying  growth  companies at value  prices is a proven  method of
building wealth over time.

Q.  What are some convertible issues you favor now?

A. Among recent purchases we've made for the portfolio are convertible issues of
Sealed Air Corporation and IMAX Corporation.  Sealed Air manufactures many types
of protective and specialty packaging  materials,  as well as packaging systems.
IMAX  manufactures  and designs  projection  and sound systems for  large-screen
theaters.  Other  significant Fund holdings include American  Express,  a global
financial services provider, and Devon Energy, an international  independent oil
exploration and production company.(8)

As an asset class,  we believe that  convertibles  can play an important role in
any portfolio.  They combine the benefits of equity  ownership with the benefits
of owning bonds.

MANAGEMENT'S DISCUSSION AND ANALYSIS

DAVIS GROWTH OPPORTUNITY FUND

PERFORMANCE OVERVIEW

The year 1998 was another  difficult year for smaller company stocks relative to
larger  company  shares and that was reflected in the  performance  of the Davis
Growth  Opportunity  Fund. The Fund's Class A shares  provided a total return on
net asset value of 2.32% for the 12 months ended December 31,  1998(4)  compared
with a total return of 28.58% for the S&P 500 Index.(9) This is a  disappointing
result on both an absolute and relative basis.

                                       8
<PAGE>
DAVIS SERIES, INC.
P.O. Box 1688, 124 East Marcy Street
Santa Fe, New Mexico 87501
================================================================================
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED

COMMENTARY BY CHRISTOPHER C. DAVIS

As of January 1, 1999, the management of the Davis Growth  Opportunity  Fund has
been changed.  The Fund will now be managed directly by Davis Selected  Advisers
instead of sub-advised by Tanaka Capital  Management.  Tanaka Capital diligently
acted as the Fund's  sub-adviser  since 1987. We'd like to take this opportunity
to thank Graham Tanaka for his many years of service in managing the  portfolio.
We wish him well.

Going  forward,  the Fund will be  managed  by a team made up of all our  equity
portfolio managers and research analysts, including myself, Andrew Davis and Ken
Charles Feinberg,  as well as our  international  manager,  Jeffery Singer;  our
technology analyst, Dwight Blazin; and generalists, such as Bob Coleman.

This team will  apply our Davis  investment  discipline--buying  growth at value
prices and holding for the long-term--to small and mid-sized  companies.  By and
large,   most  future   purchases   will  focus  on  companies   with  a  market
capitalization  between $1 billion and $10 billion and, over time, we expect the
fund  to  become  a true  mid-cap  fund.  However,  the  Fund  continues  to own
significant  positions in larger  companies that Graham Tanaka was astute enough
to purchase when they were much smaller than they are today,  including  Pfizer,
Intel,  Philip Morris and Fannie  Mae.(8) We do not intend to sell any companies
that are currently in the portfolio  simply based on their size,  but only based
on investment considerations.

Given the Fund's focus on smaller  companies  and its greater  concentration  in
fewer holdings, we expect these shares could be somewhat more volatile. But even
in this high market,  the entire  research  team is very excited about the price
and growth of the companies that we are buying for the Fund.

MANAGEMENT'S DISCUSSION AND ANALYSIS

DAVIS GOVERNMENT BOND FUND

PERFORMANCE OVERVIEW

+     The Davis  Government  Bond Fund seeks to provide  stable yet  competitive
      current income  consistent with capital  preservation by investing in debt
      securities guaranteed or issued by the U.S. government.(14)  Specifically,
      by emphasizing  investments in the intermediate range of the bond maturity
      spectrum,  the Fund seeks to smooth out performance and provide  stability
      in a variety of market climates.(15)

+     The Fund's  Class A shares  generated a total return on net asset value of
      6.31% for the one-year period ended December 31, 1998(4) versus an average
      return of 7.68%  for the funds  included  in Lipper  Analytical  Services'
      Intermediate U.S. Government Funds category.(5)

AN INTERVIEW WITH CAROLYN H. SPOLIDORO, PORTFOLIO MANAGER

Q.  What is the Davis Government Bond Fund's general strategy?

A. Our strategy is to create a  well-diversified  portfolio in terms of types of
government   securities,   maturity   lengths  and  call   provisions--providing
opportunities to capitalize on different interest-rate environments.  Currently,
the  Fund's  portfolio  is  divided  roughly  equally  between   mortgage-backed
securities,   including  pass-through  securities  and  collateralized  mortgage
obligations (CMOs), and U.S. government agency notes, including some issues that
can be called by the issuer before maturity and some that cannot. Currently, the
portfolio's duration is 4.8 years and its average life is 6.5 years.

                                       9
<PAGE>
DAVIS SERIES, INC.
P.O. Box 1688, 124 East Marcy Street
Santa Fe, New Mexico 87501
================================================================================
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED

AN INTERVIEW WITH CAROLYN H. SPOLIDORO, PORTFOLIO MANAGER- CONTINUED

The Fund's  cautious  approach  offers  downside  protection  in declining  bond
markets  but may  underperform  in rising  bond  markets.  In other  words,  the
portfolio  tends to hold up a bit  better  when  interest  rates  back up or are
variable.  But the  price we pay for this  stability  is that the Fund  does not
rally as well when rates go down as they did last year.(14)

Q.  Could you recap the bond market's performance in 1998?

A. If you just look at the  year-over-year  numbers,  total returns were good on
most  types of  securities  last year,  including  U.S.  government  securities.
However,  that overlooks the volatility the markets experienced  starting at the
end of the summer when a liquidity  crisis erupted because of concerns about the
health of the global  economy.  This  triggered a massive  flight to quality and
yield spreads on fixed-income  securities widened dramatically  relative to U.S.
Treasury  securities.  While the liquidity crisis  subsequently  eased and yield
spreads narrowed,  spreads are still not as narrow as they were at the beginning
of 1998.

This  environment  made  long-term  U.S.  Treasury  securities  one of the  best
fixed-income  investment to own last year.  Long-term Treasuries did much better
than  government  agency  securities,  which,  in  turn,  did much  better  than
mortgages--even  though the quality  differences  among these  various  types of
securities  are fairly  small.  The Fund's  performance  generally  lagged other
intermediate  U.S.  government  fund peers  because its  portfolio is a blend of
intermediate-term government agency securities and mortgage securities.

Performance  was also affected by the timing of cash inflows.  The Fund's assets
enjoyed  good  growth  during  the year,  with cash  inflows  tending to be much
stronger after market rallies when  investment  opportunities  were,  therefore,
relatively less attractive.

Q.  How are you positioning the Fund in 1999?

A. We have been  positioning  the Fund to take  advantage  of market  rallies if
interest rates drop further as we anticipate.  Specifically, we have been buying
a  variety  of  different  securities,  always  with an eye  toward  lengthening
maturity and always  carefully  weighing the trade-off  between  increasing call
protection versus increasing  yield. As an example,  we recently  purchased some
relatively  long,  well-structured  CMOs that offer call  protection  while also
providing the yield  advantage of  mortgage-backed  securities.(15)  At the same
time,  we recognize  the  importance  of  continuing  to maintain a  disciplined
approach  with  a  diversified,  all-weather  portfolio  so  that  the  Fund  is
structured to benefit from various market conditions.

Q.  Why should investors choose a government bond fund?

A. A government bond fund can help create a strong  foundation for any long-term
investment  plan. The Davis  Government  Bond Fund provides  potentially  higher
monthly  income than most  short-term  investments  and can offer  investors  an
excellent means of balancing equity holdings with fixed-income securities of the
highest credit quality.

                                       10
<PAGE>
DAVIS SERIES, INC.
P.O. Box 1688, 124 East Marcy Street
Santa Fe, New Mexico 87501
================================================================================
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED

This annual report is furnished to you by Davis Distributors, LLC, which acts as
the  distributor  for the Davis Series.  This annual  report is  authorized  for
distribution  only when  accompanied or preceded by a current  prospectus of the
Davis Series that contains more information about fees and expenses. Please read
the prospectus carefully before investing or sending money.

(1) Neither dollar cost averaging nor any other mechanical  system can guarantee
a profit. Such a plan does not protect against loss in declining markets.

(2) There can be no assurance that the Federal Reserve Board will act to support
stock prices or that the Federal Reserve Board's actions in the future might not
hurt stock prices.

(3) This example illustrates the power of compounding over a 30-year period, and
is not  intended to be  indicative  of future  investment  results  which may be
higher or lower than the assumed rate.

(4)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
distributions. Past performance is not a guarantee of future results. Investment
return and  principal  value will vary so that,  when  redeemed,  an  investor's
shares may be worth more or less than when purchased.  The following table lists
the average  annual total returns for Class A shares for periods ended  December
31, 1998.

* (WITHOUT a 4.75% Sales  Charge taken into  consideration  for the period ended
December 31, 1998)

             FUND NAME           1 YEAR   3 YEARS  5 YEARS     LIFE OF FUND
             ---------           ------   -------  -------     ------------
Davis Financial Fund A           14.17%    29.46%   25.53%   25.90% - 05/01/91
Davis Real Estate Fund A        (15.56%)   13.12%     NA     13.02% - 01/03/94
Davis Convertible Securities A   (1.79%)   17.83%   14.09%   15.14% - 05/01/92
Davis Growth Opportunity A        2.32%    15.76%     NA     21.45% - 12/01/94
Davis Government Bond Fund A      6.31%     5.86%     NA      7.21% - 12/01/94

** (WITH a 4.75% Sales  Charge  taken into  consideration  for the period  ended
December 31, 1998)

             FUND NAME           1 YEAR   3 YEARS  5 YEARS     LIFE OF FUND
             ---------           ------   -------  -------     ------------
Davis Financial Fund A            8.75%    27.39%   24.32%   25.09% - 05/01/91
Davis Real Estate Fund A        (19.58%)   11.30%     NA     11.93% - 01/03/94
Davis Convertible Securities A   (6.46%)   15.93%   12.99%   14.31% - 05/01/92
Davis Growth Opportunity A       (2.53)%   13.90%     NA     20.01% - 12/01/94
Davis Government Bond Fund A      1.30%     4.15%     NA      5.93% - 12/01/94

(5) Lipper  Analytical  Services'  rankings and  comparisons  are based on total
returns unadjusted for commissions.

                                       11
<PAGE>
DAVIS SERIES, INC.
P.O. Box 1688, 124 East Marcy Street
Santa Fe, New Mexico 87501
================================================================================
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED

(6) Morningstar proprietary ratings reflect historical risk-adjusted performance
as of  December  31,  1998.  The  ratings  are  subject to change  every  month.
Morningstar ratings are calculated from a fund's 3, 5 and 10-year average annual
returns  (based on available  track  records) in excess of 90-day  Treasury bill
(T-bill)  returns,  with  appropriate  fee  adjustments  and a risk  factor that
reflects fund performance below 90-day T-bill returns.  Ten percent of the funds
in an investment category receive five stars; the next 22.5% receive four stars;
the next 35% receive three stars; the next 22.5% receive two stars; and the last
10% receive one star. The Class A shares of the Davis  Financial Fund were rated
against  2,802 and 1,702  domestic  equity  funds for the three-  and  five-year
periods, respectively. Past performance is not a guarantee of future results.

(7) Source: Morningstar Mutual Funds, October 21, 1998.

(8) Portfolio holdings and portfolio manager opinions cited in this material are
current at the time of  printing  but are  subject to  change.  See each  Fund's
Schedule of Investments for a detailed list of portfolio holdings.

(9) The  definitions  of indexes  quoted in this  annual  report  appear  below.
Investments cannot be made directly in any of these indexes.

I.  The  Morgan  Stanley  REIT  (Real  Estate   Investment  Trust)  Index  is  a
capitalization-weighted  index with  dividends  reinvested  of the most actively
traded  real  estate  investment  trusts and is designed to be a measure of real
estate equity  performance.  The index was developed with a base value of 200 as
of December 24, 1994.

II. The S&P 500 Index is an unmanaged index of 500 selected common stocks,  most
of which are listed on the New York Stock  Exchange.  The index is adjusted  for
dividends,  weighted  towards  stocks  with  large  market  capitalizations  and
represents  approximately  two-thirds  of the total market value of all domestic
common stocks.

(10) Source:  Business Week, November 23, 1998.

(11) We  believe  these  returns  to be  reasonable  estimates.  There can be no
guarantee of future performance.

(12) TICKER Magazine  surveyed the universe of convertible funds to come up with
three solid load funds that over the long term have offered  solid  returns with
relatively low volatility.

(13) While we seek convertible securities meeting the 80%/50% rule, there can be
no assurance  that the  convertible  securities  which the fund  purchases  will
actually perform in line with our expectations.

(14) Prices of shares will vary,  so that when  redeemed,  an  investors  shares
could be worth more or less than their original cost.

(15) There can be no assurance that the Fund will be successful managing risk or
achieve its  investment  objectives.  Bonds must be tailored to each  investor's
individual needs.

An  investment  in the Fund is not a deposit  of any bank and is not  insured or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.

                                       12
<PAGE>
DAVIS SERIES, INC.
DAVIS GROWTH OPPORTUNITY FUND
PORTFOLIO HOLDINGS AS OF DECEMBER 31, 1998
================================================================================

(The following two tables were depicted as pie charts in the printed material.)

    PORTFOLIO MAKEUP                                  SECTOR WEIGHTINGS
 (% OF FUND NET ASSETS)                             (% OF STOCK HOLDINGS)
 ----------------------                             ---------------------
Cash & Cash Equivalents,                  Energy                            4.9%
  Other Assets & Liabilities      5.5%    Retail                            8.9%
Common Stocks                    97.9%    Other                             2.6%
                                          Electronics                      10.9%
                                          Software                          9.8%
                                          Consumer Products                 6.2%
                                          Financial Services                7.8%
                                          Restaurants                       3.3%
                                          Pharmaceuticals                  21.2%
                                          Insurance                        10.2%
                                          Capital Equipment                11.1%

                                                                      % OF FUND
TOP 10 HOLDINGS                      SECTOR                           NET ASSETS
- ---------------                      ------                           ----------
AFLAC Inc.                           Insurance                          9.94%
Intel Corp.                          Electronics                        8.50%
Novellus Systems, Inc.               Capital Equipment                  6.73%
Pfizer, Inc.                         Pharmaceuticals                    6.14%
Philip Morris Cos., Inc.             Consumer Products                  6.12%
Staples, Inc.                        Retail                             5.83%
Business Objects S.A. - ADR          Software                           5.38%
KV Pharmaceutical Company            Pharmaceuticals                    4.52%
The Learning Company, Inc.           Software                           4.17%
Schering-Plough Corporation          Pharmaceuticals                    3.81%

                                       13
<PAGE>
DAVIS SERIES, INC.
DAVIS GROWTH OPPORTUNITY FUND
PORTFOLIO ACTIVITY JANUARY 1, 1998 THROUGH DECEMBER 31, 1998

================================================================================

NEW POSITIONS ADDED (1/1/98-12/31/98)
(Highlighted  positions  are those  greater  than  0.99% of  12/31/98  total net
assets)

                                                 DATE OF 1ST      % OF 12/31/98
SECURITY                     SECTOR               PURCHASE       FUND NET ASSETS
- --------                     ------               --------       ---------------
Dell Computer Corporation    Electronics          03/09/98             --
FLIR SYSTEMS, INC.           ELECTRONICS          06/30/98           1.41%
THE LEARNING COMPANY, INC.   SOFTWARE             10/12/98           4.17%
The Money Store, Inc.        Financial Services   02/04/98             --
PAINE WEBBER GROUP, INC.     FINANCIAL SERVICES   12/03/98           1.92%
Three-Five Systems, Inc.     Electronics          02/03/98           0.72%

POSITIONS CLOSED (1/1/98-12/31/98)
(Gains and losses greater than $500,000 are highlighted)

                                                      DATE OF FINAL
SECURITY                         SECTOR                   SALE       GAIN/(LOSS)
- --------                         ------                   ----       -----------
ADAPTEC, INC.                    ELECTRONICS          07/02/98        1,042,809
CENDANT CORP.                    COMMERCIAL           10/05/98       (3,601,499)
DELL COMPUTER CORPORATION        ELECTRONICS          08/28/98        2,231,614
FIRST UNION CORPORATION          FINANCIAL SERVICES   08/24/98          614,347
Unique Casual Restaurants, Inc.  Restaurants          11/12/98         (344,222)

                                       14
<PAGE>
DAVIS SERIES,  INC.

DAVIS GROWTH  OPPORTUNITY  FUND COMPARISON OF DAVIS SERIES,  INC. - DAVIS GROWTH
OPPORTUNITY FUND CLASS A SHARES AND STANDARD & POOR'S 500 STOCK INDEX
================================================================================
Average Annual Total Return for the Periods ended December 31, 1998.

 CLASS A SHARES
 (This calculation includes an initial sales charge of 4 3/4%.)

 One Year ................................ (2.53%)
 Life of Class (December 1, 1994
     through December 31, 1998)........... 20.01%

$10,000  INVESTED AT INCEPTION.  Let's say you invested $10,000 in Davis Series,
Inc., Class A shares of Davis Growth  Opportunity Fund ("DGOF-A") on December 1,
1994 (inception of class) and paid a 4 3/4% sales charge. As the chart shows, by
December 31, 1998 the value of your  investment  would have grown to $21,064 - a
110.64% increase on your initial  investment.  For comparison,  the Standard and
Poor's 500 Stock Index is also presented on the chart below.

(The following table was depicted as a line chart in the printed material.)

                                 S & P 500      DGOF-A
                                 ---------      ------
                    12/1/94       $10,000       $ 9,525
                   12/31/94       $10,305       $ 9,259
                   12/31/95       $14,164       $13,578
                   12/31/96       $17,407       $16,121
                   12/31/97       $23,206       $20,587
                   12/31/98       $29,825       $21,064

Standard & Poor's 500 Stock  Index is an  unmanaged  index which has no specific
investment  objective.  Investments  cannot be made directly into the index. The
index used includes net dividends reinvested, but does not take into account any
sales charge.

The performance data for Davis Growth  Opportunity Fund contained in this report
represents past performance and assumes that all distributions  were reinvested,
and should not be  considered as an  indication  of future  performance  from an
investment in the Fund today.  The  investment  return and principal  value will
fluctuate so that shares may be worth more or less than their original cost when
redeemed.

                                       15
<PAGE>
DAVIS SERIES, INC.
DAVIS GROWTH OPPORTUNITY FUND

COMPARISON OF DAVIS SERIES,  INC. - DAVIS GROWTH OPPORTUNITY FUND CLASS B SHARES
AND STANDARD & POOR'S 500 STOCK INDEX
================================================================================
  Average Annual Total Return for the Periods ended December 31, 1998.

 CLASS B SHARES
  (This calculation includes any applicable contingent deferred sales charge.)

 One Year ................................ (2.26%)
 Five Years............................... 14.90%
 Ten Years................................ 15.16%

$10,000 INVESTED OVER TEN YEARS. Let's say you invested $10,000 in Davis Series,
Inc., Class B shares of Davis Growth Opportunity Fund ("DGOF-B") on December 31,
1988.  As the chart  shows,  by December  31, 1998 the value of your  investment
would have grown to $41,054 - a 310.54% increase on your initial investment. For
comparison,  the  Standard  and Poor's 500 Stock Index is also  presented on the
chart below.

(The following table was depicted as a line chart in the printed material.)

                                S & P 500       DGOF-B
                                ---------       ------
                   12/31/88     10,000.00       $10,000
                   12/31/89     13,164.00       $13,998
                   12/31/90     12,756.00       $13,337
                   12/31/91     16,635.00       $18,796
                   12/31/92     17,901.00       $18,256
                   12/31/93     19,702.00       $20,293
                   12/31/94     19,962.00       $18,585
                   12/31/95     27,457.00       $27,030
                   12/31/96     33,758.00       $31,858
                   12/31/97     45,017.00       $40,403
                   12/31/98     57,845.00       $41,054

Standard & Poor's 500 Stock  Index is an  unmanaged  index which has no specific
investment  objective.  Investments  cannot be made directly into the index. The
index used includes net dividends reinvested, but does not take into account any
sales charge.

The performance data for Davis Growth  Opportunity Fund contained in this report
represents past performance and assumes that all distributions  were reinvested,
and should not be  considered as an  indication  of future  performance  from an
investment in the Fund today.  The  investment  return and principal  value will
fluctuate so that shares may be worth more or less than their original cost when
redeemed.

                                       16
<PAGE>
DAVIS SERIES, INC.
DAVIS GROWTH OPPORTUNITY FUND

COMPARISON OF DAVIS SERIES,  INC. - DAVIS GROWTH OPPORTUNITY FUND CLASS C SHARES
AND STANDARD & POOR'S 500 STOCK INDEX
================================================================================
  Average Annual Total Return for the Periods ended December 31, 1998.

 CLASS C SHARES
  (This calculation includes any applicable contingent deferred sales charge.)

 One Year ................................  0.51%
 Life of Class (August 15, 1997
     through December 31, 1998)........... (3.11%)

$10,000  INVESTED AT INCEPTION.  Let's say you invested $10,000 in Davis Series,
Inc.,  Class C shares of Davis Growth  Opportunity Fund ("DGOF-C") on August 15,
1997 (inception of class). As the chart shows, by December 31, 1998 the value of
your  investment  would  have been  $9,574 - a 4.26%  decrease  on your  initial
investment.  For  comparison,  the  Standard  and Poor's 500 Stock Index is also
presented on the chart below.

(The following table was depicted as a line chart in the printed material.)

                                 S & P 500       DGOF-C
                                 ---------       ------
                    8/15/97       $10,000       $10,000
                   12/31/97       $10,863        $9,434
                   12/31/98       $13,961        $9,574

Standard & Poor's 500 Stock  Index is an  unmanaged  index which has no specific
investment  objective.  Investments  cannot be made directly into the index. The
index used includes net dividends reinvested, but does not take into account any
sales charge.

The performance data for Davis Growth  Opportunity Fund contained in this report
represents past performance and assumes that all distributions  were reinvested,
and should not be  considered as an  indication  of future  performance  from an
investment in the Fund today.  The  investment  return and principal  value will
fluctuate so that shares may be worth more or less than their original cost when
redeemed.

                                       17
<PAGE>
DAVIS SERIES, INC.
DAVIS GROWTH OPPORTUNITY FUND
COMPARISON OF DAVIS SERIES, INC. - DAVIS GROWTH OPPORTUNITY FUND CLASS Y SHARES
AND STANDARD & POOR'S 500 STOCK INDEX
================================================================================
Average Annual Total Return for the Periods ended December 31, 1998.

CLASS Y SHARES
  (There is no sales charge applicable to this calculation.)

 One Year ............................... 2.18%
 Life of Class (September 18, 1997
     through December 31, 1998)........... (7.11%)

$10,000  INVESTED AT INCEPTION.  Let's say you invested $10,000 in Davis Series,
Inc.,  Class Y shares of Davis Growth  Opportunity  Fund ("DGOF-Y") on September
18, 1997  (inception  of class).  As the chart  shows,  by December 31, 1998 the
value of your  investment  would  have been  $9,096 - a 9.04%  decrease  on your
initial investment.  For comparison,  the Standard and Poor's 500 Stock Index is
also presented on the chart below.

(The following table was depicted as a line chart in the printed material.)

                                 S & P 500      DGOF-Y
                                 ---------      ------
                    9/18/97       $10,000       $10,000
                   12/31/97       $10,330        $8,902
                   12/31/98       $13,276        $9,096

Standard & Poor's 500 Stock  Index is an  unmanaged  index which has no specific
investment  objective.  Investments  cannot be made directly into the index. The
index used includes net dividends reinvested, but does not take into account any
sales charge.

The performance data for Davis Growth  Opportunity Fund contained in this report
represents past performance and assumes that all distributions  were reinvested,
and should not be  considered as an  indication  of future  performance  from an
investment in the Fund today.  The  investment  return and principal  value will
fluctuate so that shares may be worth more or less than their original cost when
redeemed.

                                       18
<PAGE>
DAVIS SERIES, INC.
DAVIS  FINANCIAL FUND
PORTFOLIO HOLDINGS AS OF DECEMBER 31, 1998
================================================================================
(The following two tables were depicted as pie charts in the printed material.)

    PORTFOLIO MAKEUP                                  SECTOR WEIGHTINGS
 (% OF FUND NET ASSETS)                             (% OF STOCK HOLDINGS)
 ----------------------                             ---------------------
Bonds                            0.2%     Restaurants                       4.5%
Common Stocks & Other                     Insurance                        29.9%
   Assets & Liabilities         99.8%     Technology                        3.3%
                                          Consumer Products                 7.5%
                                          Building Materials                6.0%
                                          Banking                          15.7%
                                          Diversified                       6.4%
                                          Other                             1.7%
                                          Financial Services               25.0%

                                                                      % OF FUND
TOP 10 HOLDINGS                         SECTOR                        NET ASSETS
- ---------------                         ------                        ----------
American Express Co.                    Financial Services              7.00%
Transatlantic Holdings Inc.             Insurance                       5.86%
Philip Morris Cos., Inc.                Consumer Products               5.66%
Wells Fargo & Co.                       Banks and Saving &
                                          Loan Associations             5.39%
Household International, Inc.           Financial Services              5.00%
McDonald's Corp.                        Restaurant & Food               4.54%
Berkshire Hathaway, Inc. (Class A)      Diversified                     4.25%
Providian Financial Corporation         Financial Services              4.18%
Citigroup                               Financial Services              3.90%
Martin Marietta Materials, Inc.         Building Materials              3.79%

                                       19
<PAGE>
DAVIS SERIES, INC.
DAVIS FINANCIAL FUND
PORTFOLIO ACTIVITY JANUARY 1, 1998 THROUGH DECEMBER 31, 1998
================================================================================
NEW POSITIONS ADDED  (1/1/98-12/31/98)
(Highlighted positions are those greater than 0.99%
of 12/31/98 total net assets)
<TABLE>
<CAPTION>
                                                                   DATE OF 1ST   % OF 12/31/98
SECURITY                               SECTOR                       PURCHASE    FUND NET ASSETS
- --------                               ------                       --------    ---------------
<S>                                    <C>                          <C>                <C>
ACE, LTD.                              INSURANCE                    04/22/98           1.09%
Annuity and Life Re
  (Holdings), Ltd.                     Insurance                    04/08/98           0.21%
The Boeing Company                     Aerospace/Defense            04/16/98           --
CAPITAL ONE FINANCIAL CORP.            FINANCIAL SERVICES           10/14/98           1.17%
Chartwell Re Corp.                     Insurance                    02/24/98           --
Dover Corp.                            Diversified Manufacturing    01/14/98           0.62%
Fifth Third Bancorp                    Banks and Savings
                                         & Loan Associations        05/06/98           0.44%
HASBRO, INC.                           CONSUMER PRODUCTS            03/20/98           1.47%
HORACE MANN EDUCATORS CORP.            INSURANCE                    06/19/98           1.26%
HSB Group, Inc.                        Insurance                    01/26/98           0.56%
Markel Corporation                     Insurance                    05/13/98           0.14%
MBNA CORPORATION                       FINANCIAL SERVICES           10/06/98           1.27%
The MONY Group Inc.                    Insurance                    11/10/98           --
RELIASTAR FINANCIAL CORP.              INSURANCE                    02/12/98           2.61%
RLI CORP.                              INSURANCE                    04/16/98           1.74%
Texas Instruments Inc.                 Technology                   02/20/98           --
TYCO INTERNATIONAL LTD.                DIVERSIFIED MANUFACTURING    12/24/98           1.53%
United Dominion Industries Limited     Building Materials           02/25/98           --
</TABLE>

POSITIONS CLOSED
(1/1/98-12/31/98)
(Gains and losses greater than $500,000 are highlighted)
<TABLE>
<CAPTION>
                                                                DATE OF FINAL
SECURITY                             SECTOR                         SALE        GAIN/(LOSS)
- --------                             ------                         ----        -----------
<S>                                  <C>                          <C>           <C>
AIRTOUCH COMMUNICATIONS, INC.        TELECOMMUNICATIONS           10/13/98       1,379,603
ALLIED GROUP, INC.                   INSURANCE                    10/02/98       2,642,234
AON CORPORATION                      INSURANCE                    11/05/98         767,366
Archer-Daniels-Midland Co.           Agriculture                  06/26/98          78,588
Argonaut Group, Inc.                 Insurance                    11/17/98        (177,570)
BAYARD DRILLING TECHNOLOGIES, INC.   ENERGY                       06/26/98      (1,490,483)
W.R. Berkley Corp.                   Insurance                    11/06/98         210,885
THE BOEING COMPANY                   AEROSPACE/DEFENSE            09/02/98      (1,758,174)
Burlington Northern Santa Fe         Railroad                     08/11/98         245,967
Burlington Resources, Inc.           Energy                       07/10/98         209,223
Chartwell Re Corp.                   Insurance                    10/14/98        (419,406)
Chicago Title Corp.                  Insurance                    08/18/98         202,382
Cooper Cameron Corporation           Energy                       10/13/98        (216,884)
GREENPOINT FINANCIAL CORP.           BANKS AND SAVINGS
                                       & LOAN ASSOCIATIONS        08/18/98       1,001,318
</TABLE>
                                       20
<PAGE>
DAVIS SERIES, INC.
DAVIS FINANCIAL FUND
PORTFOLIO ACTIVITY JANUARY 1, 1998 THROUGH DECEMBER 31, 1998-CONTINUED
================================================================================
POSITIONS CLOSED (1/1/98-12/31/98)-CONTINUED
(Gains and losses greater than $500,000 are highlighted)
<TABLE>
<CAPTION>
                                                               DATE OF FINAL
SECURITY                                  SECTOR                   SALE          GAIN/(LOSS)
- --------                                  ------                   ----          -----------
<S>                                   <C>                          <C>            <C>
HALLIBURTON CO.                       ENERGY                       09/09/98         (652,808)
JEFFERIES GROUP,  INC.                FINANCIAL SERVICES           09/09/98        1,238,385
KOMAG INC.                            TECHNOLOGY                   06/26/98         (921,259)
The MONY Group Inc.                   Insurance                    11/11/98           25,008
J.P. MORGAN & CO., INC.               BANKS AND SAVINGS
                                        & LOAN ASSOCIATIONS        08/31/98          682,234
NESTLE S.A. (SPONSORED
  ADR FOR REG. SHRS.)                 CONSUMER PRODUCTS            10/08/98        1,765,966
NIKE, INC.                            FOOTWARE                     08/17/98       (3,558,462)
Novartis - ADR                        Pharmaceuticals              10/09/98         (167,250)
NOVELLUS SYSTEMS, INC.                TECHNOLOGY                   08/19/98          895,070
SMITH INTERNATIONAL, INC.             ENERGY                       10/13/98       (1,304,687)
TCF FINANCIAL CORP.                   BANKS AND SAVINGS            11/05/98        1,744,393
                                          & LOAN ASSOCIATIONS
TEXAS INSTRUMENTS INC.                TECHNOLOGY                   10/09/98         (718,798)
Trenwick Group, Inc.                  Insurance                    11/23/98          (19,839)
UNION PACIFIC CORP.                   RAILROAD                     08/11/98       (1,275,072)
United Dominion Industries Limited    Building Materials           08/12/98          (13,309)
USA Networks, Inc.                    Consumer Products            08/11/98          529,717
</TABLE>

                                       21
<PAGE>
DAVIS SERIES, INC.
DAVIS FINANCIAL FUND
COMPARISON OF DAVIS SERIES, INC. - DAVIS FINANCIAL FUND CLASS A SHARES AND
STANDARD & POOR'S 500 STOCK INDEX
================================================================================
  Average Annual Total Return for the Periods ended December 31, 1998.

 CLASS A SHARES
 (This calculation includes an initial sales charge of 4 3/4%.)

 One Year ................................  8.75%
 Five Year ............................... 24.32%
 Life of Class (May 1, 1991
     through December 31, 1998)........... 25.09%

$10,000  INVESTED AT INCEPTION.  Let's say you invested $10,000 in Davis Series,
Inc., Class A shares of Davis Financial Fund ("DFF-A") on May 1, 1991 (inception
of Fund) and paid a 4 3/4% sales  charge.  As the chart  shows,  by December 31,
1998 the  value of your  investment  would  have  grown to  $55,742  - a 457.42%
increase on your initial investment. For comparison, the Standard and Poor's 500
Stock Index is also presented on the chart below.

(The following table was depicted as a line chart in the printed material.)

                                   S & P 500       DFF-A
                                   ---------       -----
                       5/1/91       $10,000        $9,525
                     12/31/91       $11,234       $11,733
                     12/31/92       $12,089       $15,567
                     12/31/93       $13,302       $17,882
                     12/31/94       $13,482       $17,068
                     12/31/95       $18,531       $25,689
                     12/31/96       $22,774       $33,780
                     12/31/97       $30,361       $48,822
                     12/31/98       $39,021       $55,742

Standard & Poor's 500 Stock  Index is an  unmanaged  index which has no specific
investment objective. The index used includes net dividends reinvested, but does
not take into account any sales charge. Investments cannot be made directly into
the index.

The  performance  data  for  Davis  Financial  Fund  contained  in  this  report
represents past performance and assumes that all distributions  were reinvested,
and should not be  considered as an  indication  of future  performance  from an
investment in the Fund today.  The  investment  return and principal  value will
fluctuate so that shares may be worth more or less than their original cost when
redeemed.

                                       22
<PAGE>
DAVIS SERIES, INC.
DAVIS FINANCIAL FUND
COMPARISON OF DAVIS SERIES, INC. - DAVIS FINANCIAL FUND CLASS B SHARES AND
STANDARD & POOR'S 500 STOCK INDEX
================================================================================
  Average Annual Total Return for the Periods ended December 31, 1998.

 CLASS B SHARES

  (This calculation includes any applicable contingent deferred sales charge.)
 One Year ...............................    9.21%
 Life of Class (December 27, 1994
     through December 31, 1998)...........  32.56%

$10,000  INVESTED AT INCEPTION.  Let's say you invested $10,000 in Davis Series,
Inc.,  Class B shares of Davis  Financial  Fund  ("DFF-B")  on December 27, 1994
(inception of class). As the chart shows, by December 31, 1998 the value of your
investment (less applicable  contingent deferred sales charges) would have grown
to $30,999 - a 209.99% increase on your initial investment.  For comparison, the
Standard and Poor's 500 Stock Index is also presented on the chart below.

(The following table was depicted as a line chart in the printed material.)

                                   S & P 500       DFF-B
                                   ---------       -----
                     12/27/94       $10,000       $10,000
                     12/31/94       $10,003        $9,910
                     12/31/95       $13,749       $14,766
                     12/31/96       $16,897       $19,238
                     12/31/97       $22,526       $27,559
                     12/31/98       $28,951       $30,999

Standard & Poor's 500 Stock  Index is an  unmanaged  index which has no specific
investment objective. The index used includes net dividends reinvested, but does
not take into account any sales charge. Investments cannot be made directly into
the index.

The  performance  data  for  Davis  Financial  Fund  contained  in  this  report
represents past performance and assumes that all distributions  were reinvested,
and should not be  considered as an  indication  of future  performance  from an
investment in the Fund today.  The  investment  return and principal  value will
fluctuate so that shares may be worth more or less than their original cost when
redeemed.

                                       23
<PAGE>
DAVIS SERIES, INC.
DAVIS FINANCIAL FUND
COMPARISON OF DAVIS SERIES, INC. - DAVIS FINANCIAL FUND CLASS C SHARES AND
STANDARD & POOR'S 500 STOCK INDEX
================================================================================
  Average Annual Total Return for the Periods ended December 31, 1998.

 CLASS C SHARES
  (This calculation includes any applicable contingent deferred sales charge.)

 One Year ...............................  12.26%
 Life of Class (August 12, 1997
     through December 31, 1998)........... 16.77%

$10,000  INVESTED AT INCEPTION.  Let's say you invested $10,000 in Davis Series,
Inc.,  Class C shares of Davis  Financial  Fund  ("DFF-C")  on August  12,  1997
(inception of class). As the chart shows, by December 31, 1998 the value of your
investment  would  have  grown to $12,397 - a 23.97%  increase  on your  initial
investment.  For  comparison,  the  Standard  and Poor's 500 Stock Index is also
presented on the chart below.

(The following table was depicted as a line chart in the printed material.)

                                   S & P 500       DFF-C
                                   ---------       -----
                      8/12/97       $10,000       $10,000
                     12/31/97       $10,562       $10,945
                     12/31/98       $13,574       $12,397

Standard & Poor's 500 Stock  Index is an  unmanaged  index which has no specific
investment objective. The index used includes net dividends reinvested, but does
not take into account any sales charge. Investments cannot be made directly into
the index.

The  performance  data  for  Davis  Financial  Fund  contained  in  this  report
represents past performance and assumes that all distributions  were reinvested,
and should not be  considered as an  indication  of future  performance  from an
investment in the Fund today.  The  investment  return and principal  value will
fluctuate so that shares may be worth more or less than their original cost when
redeemed.

                                       24
<PAGE>
DAVIS SERIES, INC.
DAVIS FINANCIAL FUND
COMPARISON OF DAVIS SERIES, INC. - DAVIS FINANCIAL FUND CLASS Y SHARES AND
STANDARD & POOR'S 500 STOCK INDEX
================================================================================
  Average Annual Total Return for the Periods ended December 31, 1998.

 CLASS Y SHARES
  (There is no sales charge applicable to this calculation.)

 One Year ...............................  14.58%
 Life of Class (March 10, 1997
     through December 31, 1998)........... 23.90%

$10,000  INVESTED AT INCEPTION.  Let's say you invested $10,000 in Davis Series,
Inc.,  Class Y shares  of Davis  Financial  Fund  ("DFF-Y")  on March  10,  1997
(inception of class). As the chart shows, by December 31, 1998 the value of your
investment  would  have  grown to $14,741 - a 47.41%  increase  on your  initial
investment.  For  comparison,  the  Standard  and Poor's 500 Stock Index is also
presented on the chart below.

(The following table was depicted as a line chart in the printed material.)

                                   S & P 500       DFF-Y
                                   ---------       -----
                      3/10/97       $10,000       $10,000
                     12/31/97       $12,137       $12,866
                     12/31/98       $15,598       $14,741

Standard & Poor's 500 Stock  Index is an  unmanaged  index which has no specific
investment objective. The index used includes net dividends reinvested, but does
not take into account any sales charge. Investments cannot be made directly into
the index.

The  performance  data  for  Davis  Financial  Fund  contained  in  this  report
represents past performance and assumes that all distributions  were reinvested,
and should not be  considered as an  indication  of future  performance  from an
investment in the Fund today.  The  investment  return and principal  value will
fluctuate so that shares may be worth more or less than their original cost when
redeemed.

                                       25
<PAGE>
DAVIS SERIES, INC.
DAVIS CONVERTIBLE SECURITIES FUND
PORTFOLIO HOLDINGS AS OF DECEMBER 31, 1998
================================================================================
(The following two tables were depicted as pie charts in the printed material.)

    PORTFOLIO MAKEUP                                  SECTOR WEIGHTINGS
 (% OF FUND NET ASSETS)                             (% OF STOCK HOLDINGS)
 ----------------------                             ---------------------
Other Assets & Liabilities        1.9%    Insurance                         3.1%
Common Stocks                    30.7%    Energy                           15.2%
Preferred Stocks                 39.4%    Financial Services               17.8%
Bonds                            28.0%    Banks and Savings & Loan
                                          Associations                      4.7%
                                          Other                            12.7%
                                          Technology                        9.3%
                                          Real Estate                      27.5%
                                          Industrial                        9.7%


                                                                      % OF FUND
TOP 10 HOLDINGS                                    SECTOR             NET ASSETS
- ---------------                                    ------             ----------
Sealed Air Corp., $2.00, Ser. A Cum. Conv. Pfd.    Industrial             5.41%
SunAmerica, Inc.                                   Financial Services     4.20%
American Express Credit, Conv. Notes,
  1.125%, 02/19/03                                 Financial Services     3.84%
Vornado Realty Trust                               Diversified (REIT)     3.67%
General Growth Properties, 7.25%, Cum. Conv. Pfd.  Diversified (REIT)     3.67%
Republic National Bank NY, Conv. Sr. Notes,
  1.875%, 08/12/02                                 Financial Services     3.29%
Hewlett-Packard Company                            Technology             3.23%
Devon Financing Trust, $3.25, Conv. Pfd.           Energy                 2.83%
CalEnergy Capital Trust II, 6.25%, Conv. Pfd.      Energy                 2.75%
Banc One Corporation                               Banks and Savings
                                                    & Loan Associations   2.39%

                                       26
<PAGE>
DAVIS SERIES, INC.
DAVIS CONVERTIBLE SECURITIES FUND
PORTFOLIO  ACTIVITY JANUARY 1, 1998 THROUGH DECEMBER 31, 1998
================================================================================
NEW POSITIONS ADDED (1/1/98-12/31/98)
(Highlighted  Positions  are  those  greater  than  0.99% of
12/31/98 total net assets)
<TABLE>
<CAPTION>
                                                                          DATE OF 1ST     % OF 12/31/98
SECURITY                                        SECTOR                      PURCHASE     FUND NET ASSETS
- --------                                        ------                      --------     ---------------
<S>                                             <C>                         <C>               <C>
AIRTOUCH COMMUNICATIONS, INC., 6.00%,
       SER. B CONV. PFD.                        COMMUNICATIONS              07/02/98          1.65%
AMERICAN EXPRESS COMPANY                        FINANCIAL SERVICES          08/12/98          1.64%
AMERICAN EXPRESS CREDIT, CONV. NOTES,
       1.125%, 02/19/03                         FINANCIAL SERVICES          02/13/98          3.84%
BELL ATLANTIC FINANCIAL SERVICES, SERIES 144A,
       5.75%, 04/01/03                          FINANCIAL SERVICES          02/12/98          1.22%
CalEnergy Company, Inc.                         Energy                      12/15/98          0.37%
Conseco Finance Trust IV, 7.00%,
       Ser. F Cum. Conv. Pfd.                   Financial Services          03/20/98          0.60%
Crescent Real Estate Equities, 6.75%,
       Ser. A Conv. Pfd.                        Office/Industrial (REIT)    02/13/98          0.93%
Devon Energy Corp.                              Energy                      08/19/98          0.90%
EQUITY OFFICE PROPERTIES TRUST, 5.25%,
       CUM. CONV. PFD.                          OFFICE/INDUSTRIAL (REIT)    02/13/98          2.08%
Family Golf Centers, Inc., Conv. Sub. Notes,
       5.75%, 10/15/04                          Golf                        03/18/98          0.55%
GENERAL GROWTH PROPERTIES, 7.25%,
       CUM. CONV. PFD.                          DIVERSIFIED (REIT)          06/05/98          3.67%
GLENBOROUGH REALTY TRUST, 7.75%,
       SER. A CONV. PFD.                        DIVERSIFIED (REIT)          01/29/98          1.46%
HEWLETT-PACKARD COMPANY                         TECHNOLOGY                  08/19/98          3.23%
IMAX CORP., CONV. SUB. DEB.,
       5.75%, 04/01/03                          INDUSTRIAL                  08/13/98          1.67%
INTEL CORP.                                     TECHNOLOGY                  03/13/98          1.22%
Motorola, Inc.                                  Technology                  04/15/98          0.44%
NEWS AMERICA HOLDINGS, CONV. SUB. DEB.,
       ZERO CPN., 03/11/13                      MULTIMEDIA                  03/17/98          2.21%
Premier Parks, Inc., 7.50%, Cum. Conv. Pfd.     Theme Parks                 03/26/98          0.63%
RECKSON ASSOC. REALTY, 7.625%, SER. A
       CUM. CONV. PFD.                          OFFICE/INDUSTRIAL (REIT)    04/17/98          1.66%
SEALED AIR CORP., $2.00, SER. A
       CUM. CONV. PFD.                          INDUSTRIAL                  08/13/98          5.41%
SL GREEN REALTY CORP., 8.00%,
       CUM. CONV. PFD.                          OFFICE/INDUSTRIAL (REIT)    05/12/98          1.99%
SunAmerica, Inc., Depository Shares
       $2.78, Ser. D Conv. Pfd.                 Financial Services          08/20/98            --
UNION PACIFIC CAP. TRUST, 6.25%, SER. 144A
       CUM. CONV. PFD.                          TRANSPORTATION              03/27/98          1.16%
XEROX CORP., 144A CONV. SUB. NOTES,
       ZERO CPN., 04/12/18                      INDUSTRIAL                  04/16/98          2.10%
</TABLE>

                                       27
<PAGE>
DAVIS SERIES, INC.
DAVIS CONVERTIBLE SECURITIES FUND
PORTFOLIO ACTIVITY JANUARY 1, 1998 THROUGH DECEMBER 31, 1998 - CONTINUED
================================================================================
POSITIONS  CLOSED  (1/1/98-12/31/98)
(Gains and losses greater than $500,000 are highlighted)

<TABLE>
<CAPTION>
SECURITY                                         SECTOR                    DATE OF FINAL SALE      GAIN/(LOSS)
- --------                                         ------                    ------------------      -----------
<S>                                             <C>                             <C>                <C>
AIRTOUCH COMMUNICATIONS, INC., 4.25%,
       SER. C CONV. PFD                         COMMUNICATIONS                  07/02/98            1,753,534
Archstone Communities Tr Ser. A. Conv. Pfd.     Multi-Family Housing (REITS)    10/08/98              (57,395)
Burlington Northern Santa Fe Corp.              Transportation/Rail             12/14/98              433,868
Crescent Operating, Inc.                        Office/Industrial
                                                    (REITS/REOCS)               12/14/98             (113,153)
CRESCENT REAL ESTATE EQUITIES COMPANY           OFFICE/INDUSTRIAL
                                                    (REITS/REOCS)               02/13/98            1,355,878
FELCOR SUITE HOTELS, INC., $1.95, SER. A
       CONV. PFD.                               HOTELS                          12/15/98             (633,620)
HVIDE CAPITAL TRUST, 6.50%, SER. 144A
       CONV. PFD.                               MARINE SUPPORT                  12/14/98           (1,120,314)
Leucadia National Corp.                         Insurance                       12/14/98               30,832
M.L.-SunAmerica Inc., 7.25%, Conv. Pfd.         Financial Services              08/21/98              133,360
Noble Drilling Corp.                            Energy                          12/14/98              (29,441)
PHYCOR INC., CONV. SUB. DEB., 4.50%, 02/15/03   MEDICAL SERVICES                10/09/98             (586,150)
Prologis Trust, 7.00%, Ser. B Conv. Pfd.        Financial Services              10/08/98               29,688
Thermo Electron Corp., 144A Conv. Sub
       Deb., 4.25%, 01/01/03                    Engineering                     10/08/98              (85,000)
U.S. Office Products Co., Conv. Sub. Notes,
       5.50%, 02/01/01                          Office Supplies                 05/26/98             (149,375)
Waste Management Inc., Conv. Sub. Notes,        Pollution Control/ Waste
         4.00%, 02/01/02                        Management                      12/14/98              232,500
</TABLE>

                                       28
<PAGE>
DAVIS SERIES, INC.
DAVIS CONVERTIBLE SECURITIES FUND
COMPARISON OF DAVIS SERIES, INC. - DAVIS CONVERTIBLE SECURITIES FUND CLASS A
SHARES AND STANDARD & POOR'S 500 STOCK INDEX
================================================================================
 Average Annual Total Return for the Periods ended December 31, 1998.

 CLASS A SHARES
 (This calculation includes an initial sales charge of 4 3/4%.)

 One Year ...............................   (6.46%)
 Five Year ..............................   12.99%
 Life of Class (May 1, 1992
    through December 31, 1998)...........   14.31%

$10,000  INVESTED AT INCEPTION.  Let's say you invested $10,000 in Davis Series,
Inc., Class A shares of Davis  Convertible  Securities Fund ("DCSF-A") on May 1,
1992 (inception of Fund) and paid a 4 3/4% sales charge.  As the chart shows, by
December 31, 1998 the value of your  investment  would have grown to $24,400 - a
144.00% increase on your initial  investment.  For comparison,  the Standard and
Poor's 500 Stock Index is also presented on the chart below.

(The following table was depicted as a line chart in the printed material.)

                                   S & P 500      DCSF-A
                                   ---------      ------
                       5/1/92       $10,000        $9,525
                     12/31/92       $10,802       $10,764
                     12/31/93       $11,886       $12,621
                     12/31/94       $12,047       $11,773
                     12/31/95       $16,558       $14,914
                     12/31/96       $20,350       $19,308
                     12/31/97       $27,130       $24,846
                     12/31/98       $34,867       $24,400

Standard & Poor's 500 Stock  Index is an  unmanaged  index which has no specific
investment objective. The index used includes net dividends reinvested, but does
not take into account any sales charge. Investments cannot be made directly into
the index.

The  performance  data for Davis  Convertible  Securities Fund contained in this
report  represents  past  performance  and assumes that all  distributions  were
reinvested,  and should not be considered as an indication of future performance
from an investment in the Fund today. The investment  return and principal value
will fluctuate so that shares may be worth more or less than their original cost
when redeemed.

                                       29
<PAGE>
DAVIS SERIES, INC.
DAVIS CONVERTIBLE SECURITIES FUND
COMPARISON OF DAVIS SERIES, INC. - DAVIS CONVERTIBLE SECURITIES FUND CLASS B
SHARES AND STANDARD & POOR'S 500 STOCK INDEX
================================================================================
  Average Annual Total Return for the Periods ended December 31, 1998.

 CLASS B SHARES

  (This calculation includes any applicable contingent deferred sales charge.)
 One Year ..................................  (6.39%)
 Life of Class (February 3, 1995
     through December 31, 1998).............  18.23%

$10,000  INVESTED AT INCEPTION.  Let's say you invested $10,000 in Davis Series,
Inc., Class B shares of Davis Convertible Securities Fund ("DCSF-B") on February
3, 1995 (inception of class). As the chart shows, by December 31, 1998 the value
of your investment  (less  applicable  contingent  deferred sales charges) would
have  grown to  $19,249 - a 92.49%  increase  on your  initial  investment.  For
comparison,  the  Standard  and Poor's 500 Stock Index is also  presented on the
chart below.

(The following table was depicted as a line chart in the printed material.)

                                   S & P 500       DCSF-B
                                   ---------       ------
                       2/3/95       $10,000       $10,000
                     12/31/95       $13,188       $12,233
                     12/31/96       $16,208       $15,684
                     12/31/97       $21,608       $19,973
                     12/31/98       $27,771       $19,249

Standard & Poor's 500 Stock  Index is an  unmanaged  index which has no specific
investment objective. The index used includes net dividends reinvested, but does
not take into account any sales charge. Investments cannot be made directly into
the index.

The  performance  data for Davis  Convertible  Securities Fund contained in this
report  represents  past  performance  and assumes that all  distributions  were
reinvested,  and should not be considered as an indication of future performance
from an investment in the Fund today. The investment  return and principal value
will fluctuate so that shares may be worth more or less than their original cost
when redeemed.

                                       30
<PAGE>
DAVIS SERIES, INC.
DAVIS CONVERTIBLE SECURITIES FUND
COMPARISON OF DAVIS SERIES, INC. - DAVIS CONVERTIBLE SECURITIES FUND CLASS C
SHARES AND STANDARD & POOR'S 500 STOCK INDEX
================================================================================
  Average Annual Total Return for the Periods ended December 31, 1998.

 CLASS C SHARES

  (This calculation includes any applicable contingent deferred sales charge.)
 One Year ..................................  (3.55%)
 Life of Class (August 12, 1997
     through December 31, 1998).............   3.28%

$10,000  INVESTED AT INCEPTION.  Let's say you invested $10,000 in Davis Series,
Inc., Class C shares of Davis  Convertible  Securities Fund ("DCSF-C") on August
12, 1997  (inception  of class).  As the chart  shows,  by December 31, 1998 the
value of your investment  would have grown to $10,457 - a 4.57% increase on your
initial investment.  For comparison,  the Standard and Poor's 500 Stock Index is
also presented on the chart below.

(The following table was depicted as a line chart in the printed material.)

                                   S & P 500       DCSF-C
                                   ---------       ------
                      8/12/97       $10,000       $10,000
                     12/31/97       $10,562       $10,738
                     12/31/98       $13,574       $10,457

Standard & Poor's 500 Stock  Index is an  unmanaged  index which has no specific
investment objective. The index used includes net dividends reinvested, but does
not take into account any sales charge. Investments cannot be made directly into
the index.

The  performance  data for Davis  Convertible  Securities Fund contained in this
report  represents  past  performance  and assumes that all  distributions  were
reinvested,  and should not be considered as an indication of future performance
from an investment in the Fund today. The investment  return and principal value
will fluctuate so that shares may be worth more or less than their original cost
when redeemed.

                                       31
<PAGE>
DAVIS SERIES, INC.
DAVIS CONVERTIBLE SECURITIES FUND
COMPARISON OF DAVIS SERIES, INC. - DAVIS CONVERTIBLE SECURITIES FUND CLASS Y
SHARES AND STANDARD & POOR'S 500 STOCK INDEX
================================================================================
  Average Annual Total Return for the Periods ended December 31, 1998.

  CLASS Y SHARES
  (There is no sales charge applicable to this calculation.)

  One Year .................................(1.46%)
  Life of Class (November 13, 1996
    through December 31, 1998)..............15.44%

$10,000  INVESTED AT INCEPTION.  Let's say you invested $10,000 in Davis Series,
Inc., Class Y shares of Davis Convertible Securities Fund ("DCSF-Y") on November
13, 1996  (inception  of class).  As the chart  shows,  by December 31, 1998 the
value of your investment would have grown to $13,581 - a 35.81% increase on your
initial investment.  For comparison,  the Standard and Poor's 500 Stock Index is
also presented on the chart below.

(The following table was depicted as a line chart in the printed material.)

                                   S & P 500       DCSF-Y
                                   ---------       ------
                     11/13/96       $10,000       $10,000
                     12/31/96       $10,183       $10,701
                     12/31/97       $13,576       $13,782
                     12/31/98       $17,448       $13,581

Standard & Poor's 500 Stock  Index is an  unmanaged  index which has no specific
investment objective. The index used includes net dividends reinvested, but does
not take into account any sales charge. Investments cannot be made directly into
the index.

The  performance  data for Davis  Convertible  Securities Fund contained in this
report  represents  past  performance  and assumes that all  distributions  were
reinvested,  and should not be considered as an indication of future performance
from an investment in the Fund today. The investment  return and principal value
will fluctuate so that shares may be worth more or less than their original cost
when redeemed.

                                       32
<PAGE>
DAVIS SERIES, INC.
DAVIS REAL ESTATE FUND
PORTFOLIO HOLDINGS AS OF DECEMBER 31, 1998
================================================================================

(The following two tables were depicted as pie charts in the printed material.)

    PORTFOLIO MAKEUP                                  SECTOR WEIGHTINGS
 (% OF FUND NET ASSETS)                             (% OF STOCK HOLDINGS)
 ----------------------                             ---------------------
Preferred Stocks               6.3%       Malls                             3.1%
Convertible Bonds              0.5%       Diversified                       4.5%
Common Stocks                 90.9%       Resorts/Theme Parks               4.9%
Cash, Short-term Bonds                    Real Estate                      84.3%
 & Other Assets                2.3%       Other                             3.0%


                                                                    % OF FUND
TOP 10 HOLDINGS                        SECTOR                       NET ASSETS
- ---------------                        ------                       ----------
Home Properties of New York, Inc.      Apartments (REITS)              4.70%
Vornado Realty Trust                   Diversified (REITS)             4.11%
Boardwalk Equities, Inc.               Apartments (REITS)              3.92%
Alexandria Real Estate Equities, Inc.  Office Space (REITS)            3.72%
JDN Realty Corp.                       Shopping Centers (REITS)        3.27%
General Growth Properties, 7.25%,
  Conv. Pfd.                           Malls                           3.24%
Premier Parks Inc.                     Resorts/Theme Parks             3.14%
Rouse Company                          Diversified (REITS)             3.09%
Boston Properties, Inc.                Office Space (REITS)            3.07%
Public Storage, Inc.                   Storage (REITS)                 2.78%

                                       33
<PAGE>
DAVIS SERIES, INC.
DAVIS REAL ESTATE FUND
PORTFOLIO ACTIVITY - JANUARY 1, 1998 THROUGH DECEMBER 31, 1998
================================================================================
NEW POSITIONS ADDED (1/1/98-12/31/98)
(Highlighted Positions are those greater than 0.99% of 12/31/98
 total net assets)
<TABLE>
<CAPTION>
                                                                      DATE OF 1ST     % OF 12/31/98
SECURITY                                       SECTOR                  PURCHASE      FUND NET ASSETS
- --------                                       ------                  --------      ---------------
<S>                                            <C>                     <C>               <C>
AMB PROPERTY CORPORATION                       DIVERSIFIED (REITS)     03/17/98          1.60%
BRANDYWINE REALTY TRUST                        OFFICE SPACE (REITS)    01/29/98          1.08%
CENTERPOINT PROPERTIES CORP. PRIVATE           INDUSTRIAL (REITS)      04/02/98          2.33%
Cornerstone Properties, Inc.                   Office Space (REITS)    02/03/98            --
General Growth Properties, Inc.                Malls (REITS)           08/07/98          0.46%
GENERAL GROWTH PROPERTIES, 7.25%, CONV. PFD.   MALLS                   06/05/98          3.24%
MEDITRUST COMPANIES                            HEALTH CARE (REITS)     11/25/98          2.74%
OMNIAMERICA, INC.                              WIRELESS EQUIPMENT/
                                                   REAL ESTATE         09/15/98          1.96%
PS Business Parks, Inc.                        Office Space (REITS)    05/21/98            --
Rouse Company, Conv. Sub. Dev.,
       5.75%, 07/23/02                         Diversified             05/28/98          0.49%
SL Green Realty Corp., 8.00%,
       Cum. Conv. Pfd                          Office                  05/12/98          0.90%
Specialty Teleconstructors, Inc.               Wireless Equipment/
                                                   Real Estate         07/17/98            --
THE ST. JOE COMPANY                            DIVERSIFIED             04/15/98          1.13%
Vail Resorts, Inc.                             Resorts/Theme Parks     03/18/98          1.68%
</TABLE>

POSITIONS CLOSED (1/1/98-12/31/98)
(Gains and losses greater than $500,000 are highlighted)
<TABLE>
<CAPTION>
SECURITY                                   SECTOR                DATE OF FINAL SALE    GAIN/(LOSS)
- --------                                   ------                ------------------    -----------
<S>                                    <C>                            <C>              <C>
Archstone Communities Trust, Inc.      Multi-Family Housing           08/10/98           (371,386)
                                            (REITS)
Archstone Communities Tr Ser. A.       Multi-Family Housing           08/07/98             79,204
  Conv. Pfd.                                (REITS)
Arden Realty, Inc.                     Office Space (REITS)           06/08/98             37,564
Boykin Lodging Company                 Hotels & Lodging (REITS)       06/11/98           (218,673)
Bristol Hotel Co.                      Hotels & Lodging               06/29/98            371,224
CarrAmerica Realty Corp.               Office Space (REITS)           06/25/98            168,211
CCA Prison Realty Trust                Diversified (REITS)            06/25/98           (310,123)
Chelsea GCA Realty Inc.                Retail (REITS)                 06/17/98            370,936
CORNERSTONE PROPERTIES, INC.           OFFICE SPACE (REITS)           09/22/98         (1,073,664)
Duke Realty Investments, Inc.          Diversified (REITS)            06/25/98            444,840
FELCOR SUITE HOTELS, INC.              HOTELS & LODGING (REITS)       09/16/98         (3,043,752)
FIRST INDUSTRIAL REALTY TRUST          INDUSTRIAL (REITS)             08/11/98           (669,585)
First Union Real Estate Investments    Diversified (REITS)            06/16/98           (365,405)
Host Marriott Corp.                    Hotels & Lodging               06/08/98            397,410
IRT Property Company                   Retail (REITS)                 06/09/98           (101,971)
</TABLE>
                                       34
<PAGE>
DAVIS SERIES, INC.
DAVIS REAL ESTATE FUND
PORTFOLIO ACTIVITY - JANUARY 1, 1998 THROUGH DECEMBER 31, 1998 - CONTINUED
================================================================================
POSITIONS CLOSED (1/1/98-12/31/98) - CONTINUED

<TABLE>
<CAPTION>
SECURITY                                        SECTOR                DATE OF FINAL SALE    GAIN/(LOSS)
- --------                                        ------                ------------------    -----------
<S>                                         <C>                            <C>              <C>
IRVINE APARTMENT COMMUNITIES, INC.          APARTMENTS (REITS)             07/02/98            753,844
Kilroy Realty Corporation                   Office Space (REITS)           06/08/98             98,824
KIMCO REALTY CORP.                          RETAIL (REITS)                 09/03/98            501,416
Liberty Property Trust                      Industrial (REITS)             09/23/98           (435,599)
The Macerich Co.                            Retail (REITS)                 06/12/98            453,069
Meristar Hospitality Corp.Rights            Hotels & Lodging               08/31/98             (1,665)
National Golf Properties, Inc.              Golf (REITS)                   06/25/98           (112,448)
Pacific Gulf Properties, Inc.               Diversified (REITS)            07/06/98           (144,352)
Pennsylvania Real Estate Investment Trust   Apartments (REITS)             06/24/98             (6,027)
Prentiss Properties Trust                   Office Space (REITS)           07/02/98            (36,798)
PS BUSINESS PARKS, INC.                     OFFICE SPACE (REITS)           09/23/98           (894,618)
SERVICO, INC.                               HOTELS & LODGING               08/18/98         (1,636,129)
SUNSTONE HOTEL INVESTORS, INC.              HOTELS & LODGING (REITS)       07/08/98           (550,668)
Tower Realty Trust, Inc.                    Office Space (REITS)           06/16/98           (256,274)
Urban Shopping Centers Inc.                 Retail (REITS)                 06/08/98            238,598
Weingarten Realty Investors                 Retail (REITS)                 06/12/98             74,999
</TABLE>
                                       35
<PAGE>
DAVIS SERIES, INC.
DAVIS REAL ESTATE FUND
COMPARISON OF DAVIS SERIES, INC. - DAVIS REAL ESTATE FUND CLASS A SHARES AND
STANDARD & POOR'S 500 STOCK INDEX
================================================================================
  Average Annual Total Return for the Period ended December 31, 1998.

 CLASS A SHARES
 (This calculation includes an initial sales charge of 4 3/4%.)

 One Year ...............................(19.58%)
 Life of Class (January 3, 1994
     through December 31, 1998)...........11.93%

$10,000  INVESTED AT INCEPTION.  Let's say you invested $10,000 in Davis Series,
Inc.,  Class A shares of Davis Real  Estate Fund  ("DREF-A")  on January 3, 1994
(inception  of Fund) and paid a 4 3/4%  sales  charge.  As the chart  shows,  by
December 31, 1998 the value of your  investment  would have grown to $17,559 - a
75.59% increase on your initial  investment.  For  comparison,  the Standard and
Poor's 500 Stock Index is also presented on the chart below.

(The following table was depicted as a line chart in the printed material.)

                                   S & P 500      DREF-A
                                   ---------      ------
                       1/3/94       $10,000       $ 9,525
                     12/31/94       $10,158       $10,306
                     12/31/95       $13,961       $12,131
                     12/31/96       $17,158       $16,625
                     12/31/97       $22,875       $20,794
                     12/31/98       $29,399       $17,559

Standard & Poor's 500 Stock  Index is an  unmanaged  index which has no specific
investment objective. The index used includes net dividends reinvested, but does
not take into account any sales charge. Investments cannot be made directly into
the index.

The  performance  data for Davis  Real  Estate  Fund  contained  in this  report
represents past performance and assumes that all distributions  were reinvested,
and should not be  considered as an  indication  of future  performance  from an
investment in the Fund today.  The  investment  return and principal  value will
fluctuate so that shares may be worth more or less than their original cost when
redeemed.

                                       36
<PAGE>
DAVIS SERIES, INC.
DAVIS REAL ESTATE FUND
COMPARISON OF DAVIS SERIES, INC. - DAVIS REAL ESTATE FUND CLASS B SHARES AND
STANDARD & POOR'S 500 STOCK INDEX
================================================================================
  Average Annual Total Return for the Periods ended December 31, 1998.

 CLASS B SHARES
  (This calculation includes any applicable contingent deferred sales charge.)

 One Year .................................  (19.48%)
 Life of Class (December 27, 1994
     through December 31, 1998)............   13.07%

$10,000  INVESTED AT INCEPTION.  Let's say you invested $10,000 in Davis Series,
Inc.,  Class B shares of Davis Real Estate Fund  ("DREF-B") on December 27, 1994
(inception of class). As the chart shows, by December 31, 1998 the value of your
investment (less applicable  contingent deferred sales charges) would have grown
to $16,375 - a 63.75% increase on your initial investment.  For comparison,  the
Standard and Poor's 500 Stock Index is also presented on the chart below.

(The following table was depicted as a line chart in the printed material.)

                                   S & P 500       DREF-B
                                   ---------       ------
                     12/27/94       $10,000       $10,000
                     12/31/94       $10,003       $10,089
                     12/31/95       $13,749       $11,741
                     12/31/96       $16,897       $15,968
                     12/31/97       $22,526       $19,781
                     12/31/98       $28,951       $16,375

Standard & Poor's 500 Stock  Index is an  unmanaged  index which has no specific
investment objective. The index used includes net dividends reinvested, but does
not take into account any sales charge. Investments cannot be made directly into
the index.

The  performance  data for Davis  Real  Estate  Fund  contained  in this  report
represents past performance and assumes that all distributions  were reinvested,
and should not be  considered as an  indication  of future  performance  from an
investment in the Fund today.  The  investment  return and principal  value will
fluctuate so that shares may be worth more or less than their original cost when
redeemed.

                                       37
<PAGE>
DAVIS SERIES, INC.
DAVIS REAL ESTATE FUND
COMPARISON OF DAVIS SERIES, INC. - DAVIS REAL ESTATE FUND CLASS C SHARES AND
STANDARD & POOR'S 500 STOCK INDEX
================================================================================
  Average Annual Total Return for the Periods ended December 31, 1998.

 CLASS C SHARES
  (This calculation includes any applicable contingent deferred sales charge.)

 One Year ................................. (17.01%)
 Life of Class (August 13, 1997
     through December 31, 1998)............  (5.02%)

$10,000  INVESTED AT INCEPTION.  Let's say you invested $10,000 in Davis Series,
Inc.,  Class C shares of Davis Real  Estate Fund  ("DREF-C")  on August 13, 1997
(inception of class). As the chart shows, by December 31, 1998 the value of your
investment would have been $9,312 - a 6.88% decrease on your initial investment.
For comparison, the Standard and Poor's 500 Stock Index is also presented on the
chart below.

The following table was depicted as a line chart in the printed material.)

                                   S & P 500       DREF-C
                                   ---------       ------
                      8/13/97       $10,000       $10,000
                     12/31/97       $10,613       $11,112
                     12/31/98       $13,640        $9,312

Standard & Poor's 500 Stock  Index is an  unmanaged  index which has no specific
investment objective. The index used includes net dividends reinvested, but does
not take into account any sales charge. Investments cannot be made directly into
the index.

The  performance  data for Davis  Real  Estate  Fund  contained  in this  report
represents past performance and assumes that all distributions  were reinvested,
and should not be  considered as an  indication  of future  performance  from an
investment in the Fund today.  The  investment  return and principal  value will
fluctuate so that shares may be worth more or less than their original cost when
redeemed.

                                       38
<PAGE>
DAVIS SERIES, INC.
DAVIS REAL ESTATE FUND
COMPARISON OF DAVIS SERIES, INC. - DAVIS REAL ESTATE FUND CLASS Y SHARES AND
STANDARD & POOR'S 500 STOCK INDEX
================================================================================
  Average Annual Total Return For the Period ended December 31, 1998.

  CLASS Y SHARES
  (There is no sales charge applicable to this calculation.)

  One Year ................................(15.20%)
  Life of Class (November 8, 1996
    through December 31, 1998).............  8.85%

$10,000  INVESTED AT INCEPTION.  Let's say you invested $10,000 in Davis Series,
Inc.,  Class Y shares of Davis Real Estate Fund  ("DREF-Y")  on November 8, 1996
(inception of class). As the chart shows, by December 31, 1998 the value of your
investment  would  have  grown to $11,994 - a 19.94%  increase  on your  initial
investment.  For  comparison,  the  Standard  and Poor's 500 Stock Index is also
presented on the chart below.

(The following table was depicted as a line chart in the printed material.)

                                   S & P 500       DREF-Y
                                   ---------       ------
                      11/8/96       $10,000       $10,000
                     12/31/96       $10,188       $11,289
                     12/31/97       $13,582       $14,145
                     12/31/98       $17,455       $11,994

Standard & Poor's 500 Stock  Index is an  unmanaged  index which has no specific
investment objective. The index used includes net dividends reinvested, but does
not take into account any sales charge. Investments cannot be made directly into
the index.

The  performance  data for Davis  Real  Estate  Fund  contained  in this  report
represents past performance and assumes that all distributions  were reinvested,
and should not be  considered as an  indication  of future  performance  from an
investment in the Fund today.  The  investment  return and principal  value will
fluctuate so that shares may be worth more or less than their original cost when
redeemed.

                                       39
<PAGE>
DAVIS SERIES, INC.
DAVIS GOVERNMENT BOND FUND
COMPARISON OF DAVIS SERIES, INC. - DAVIS GOVERNMENT BOND FUND CLASS A SHARES AND
THE LEHMAN BROTHERS INTERMEDIATE TERM U.S. TREASURY SECURITIES INDEX
================================================================================
  Average Annual Total Return for the Periods ended December 31, 1998.

 CLASS A SHARES
 (This calculation includes an initial sales charge of 4 3/4%.)

 One Year ..................................  1.30%
 Life of Class (December 1, 1994
     through December 31, 1998).............  5.93%

$10,000  INVESTED AT INCEPTION.  Let's say you invested $10,000 in Davis Series,
Inc.,  Class A shares of Davis  Government  Bond Fund  ("DGBF-A") on December 1,
1994 (inception of class) and paid a 4 3/4% sales charge. As the chart shows, by
December 31, 1998 the value of your  investment  would have grown to $12,653 - a
26.53% increase on your initial investment.  For comparison, the Lehman Brothers
Intermediate Term U.S. Treasury  Securities Index is also presented on the chart
below.

(The following table was depicted as a line chart in the printed material.)

                                 Lehman Index      DGBF-A
                                 ------------      ------
                      12/1/94       $10,000       $ 9,525
                     12/31/94       $10,032       $ 9,539
                     12/31/95       $11,485       $10,666
                     12/31/96       $11,941       $11,029
                     12/31/97       $12,856       $11,902
                     12/31/98       $13,967       $12,653

The Lehman  Brothers  Intermediate  Term U.S.  Treasury  Securities  Index is an
unmanaged index which has no specific investment  objective.  Investments cannot
be made directly into the index.

The  performance  data for Davis  Government  Bond Fund contained in this report
represents past performance and assumes that all distributions  were reinvested,
and should not be  considered as an  indication  of future  performance  from an
investment in the Fund today.  The  investment  return and principal  value will
fluctuate so that shares may be worth more or less than their original cost when
redeemed.

                                       40
<PAGE>
DAVIS SERIES, INC.
DAVIS GOVERNMENT BOND FUND
COMPARISON OF DAVIS SERIES, INC. - DAVIS GOVERNMENT BOND FUND CLASS B SHARES AND
THE LEHMAN BROTHERS INTERMEDIATE TERM U.S. TREASURY SECURITIES INDEX
================================================================================
  Average Annual Total Return for the Periods ended December 31, 1998.

 CLASS B SHARES
  (This calculation includes any applicable contingent deferred sales charge.)

 One Year ................................ 1.38%
 Five Years............................... 4.60%
 Ten Years................................ 6.00%

$10,000 INVESTED OVER TEN YEARS. Let's say you invested $10,000 in Davis Series,
Inc.,  Class B shares of Davis  Government  Bond Fund ("DGBF-B") on December 31,
1988.  As the chart  shows,  by December  31, 1998 the value of your  investment
would have grown to $17,911 - a 79.11% increase on your initial investment.  For
comparison, the Lehman Brothers Intermediate Term U.S. Treasury Securities Index
is also presented on the chart below.

(The following table was depicted as a line chart in the printed material.)

                                  Lehman Index    DGBF-B
                                  ------------    ------
                     12/31/88       $10,000       $10,000
                     12/31/89       $11,268       $10,945
                     12/31/90       $12,345       $11,614
                     12/31/91       $14,091       $13,050
                     12/31/92       $15,074       $13,591
                     12/31/93       $16,318       $14,093
                     12/31/94       $15,984       $13,956
                     12/31/95       $18,299       $15,438
                     12/31/96       $19,025       $15,867
                     12/31/97       $20,483       $16,997
                     12/31/98       $22,254       $17,911

The Lehman  Brothers  Intermediate  Term U.S.  Treasury  Securities  Index is an
unmanaged index which has no specific investment  objective.  Investments cannot
be made directly into the index.

The  performance  data for Davis  Government  Bond Fund contained in this report
represents past performance and assumes that all distributions  were reinvested,
and should not be  considered as an  indication  of future  performance  from an
investment in the Fund today.  The  investment  return and principal  value will
fluctuate so that the shares may be worth more or less than their  original cost
when redeemed.

                                       41
<PAGE>
DAVIS SERIES, INC.
DAVIS GOVERNMENT BOND FUND
COMPARISON OF DAVIS SERIES, INC. - DAVIS GOVERNMENT BOND FUND CLASS C SHARES AND
THE LEHMAN BROTHERS INTERMEDIATE TERM U.S. TREASURY SECURITIES INDEX
================================================================================
  Average Annual Total Return for the Periods ended December 31, 1998.

 CLASS C SHARES
  (This calculation includes any applicable contingent deferred sales charge.)

 One Year ...................................4.42%
 Life of Class (August 19, 1997
     through December 31, 1998)..............6.19%

$10,000  INVESTED AT INCEPTION.  Let's say you invested $10,000 in Davis Series,
Inc., Class C shares of Davis Government Bond Fund ("DGBF-C") on August 19, 1997
(inception of class). As the chart shows, by December 31, 1998 the value of your
investment  would  have  grown to $10,855 - an 8.55%  increase  on your  initial
investment.  For comparison, the Lehman Brothers Intermediate Term U.S. Treasury
Securities Index is also presented on the chart below.

(The following table was depicted as a line chart in the printed material.)

                                  Lehman Index    DGBF-C
                                  ------------    ------
                      8/19/97       $10,000       $10,000
                     12/31/97       $10,319       $10,297
                     12/31/98       $11,211       $10,855

The Lehman  Brothers  Intermediate  Term U.S.  Treasury  Securities  Index is an
unmanaged index which has no specific investment  objective.  Investments cannot
be made directly into the index.

The  performance  data for Davis  Government  Bond Fund contained in this report
represents past performance and assumes that all distributions  were reinvested,
and should not be  considered as an  indication  of future  performance  from an
investment in the Fund today.  The  investment  return and principal  value will
fluctuate so that the shares may be worth more or less than their  original cost
when redeemed.

                                       42
<PAGE>
DAVIS SERIES, INC.
SCHEDULE OF INVESTMENTS At December 31, 1998
DAVIS GROWTH OPPORTUNITY FUND
================================================================================
                                                                        VALUE
  SHARES                           SECURITY                            (NOTE 1)
  ------                           --------                            --------
COMMON STOCK - (97.85%)

  BUSINESS SERVICES - (1.00%)
    115,500         Thomas Group, Inc.* ............................  $1,169,438
                                                                      ----------
  CAPITAL EQUIPMENT - (10.84%)
    117,800         ASM Lithography Holding  N.V.* .................   3,600,263
    110,000         Integrated Process Equipment Corp.* ............   1,189,375
    158,675         Novellus Systems, Inc.* ........................   7,839,537
                                                                      ----------
                                                                      12,629,175
                                                                      ----------
  COMMERCIAL - (0.80%)
     81,650         NFO Worldwide, Inc.* ...........................     938,975
                                                                      ----------
  CONSUMER PRODUCTS  - (6.12%)
    133,200         Philip Morris Cos., Inc. .......................   7,126,200
                                                                      ----------
  ELECTRONICS - (10.63%)
     69,828         Flir Systems, Inc. .............................   1,640,958
     83,600         Intel Corp. ....................................   9,909,213
     61,500         Three-Five Systems, Inc.* ......................     841,781
                                                                      ----------
                                                                      12,391,952
                                                                      ----------
  ENERGY - (7.84%)
    111,600         Anadarko Petroleum Corp. .......................   3,445,650
    160,000         Brigham Exploration Company* ...................     840,000
     42,275         Forcenergy, Inc.* ..............................     110,972
    188,032         Ocean Energy, Inc.* ............................   1,186,952
    282,600         Seitel, Inc.* ..................................   3,514,838
     84,000         Venture Seismic Ltd.* ..........................      40,688
                                                                      ----------
                                                                       9,139,100
                                                                      ----------
  FINANCIAL SERVICES - (7.63%)
      4,000         Associates First Capital Corp. .................     169,500
     42,700         Fannie Mae .....................................   3,159,800
    254,100         FIRSTPLUS Financial Group, Inc.*. ..............     698,775
    281,550         IMC Mortgage Co.*. .............................      83,585
    275,775         MFC Bancorp Ltd. ...............................   2,533,683
     58,000         Paine Webber Group, Inc. .......................   2,240,250
                                                                      ----------
                                                                       8,885,593
                                                                      ----------
  INSURANCE - (9.94%)
    263,350         AFLAC Inc. .....................................  11,587,400
                                                                      ----------
  MANUFACTURING - (0.83%)
     93,600         Deswell Industries, Inc. .......................     962,325
                                                                      ----------
  PHARMACEUTICALS - (20.76%)
     18,400         Eli Lilly and Company ..........................   1,635,300
     69,250         ICN Pharmaceuticals, Inc. ......................   1,566,781
    254,450         KV Pharmaceutical Company* .....................   5,263,934
     57,025         Pfizer, Inc. ...................................   7,153,073
     80,400         Schering-Plough Corporation ....................   4,442,100

                                       43
<PAGE>
DAVIS SERIES, INC.
SCHEDULE OF INVESTMENTS At December 31, 1998
DAVIS GROWTH OPPORTUNITY FUND - CONTINUED
================================================================================
                                                                        VALUE
SHARES                             SECURITY                            (NOTE 1)
- ------                             --------                            --------
COMMON STOCK - CONTINUED

  PHARMACEUTICALS - CONTINUED
    924,000         Viragen, Inc.* ..............................  $    750,750
     45,000         Warner Lambert Co. ..........................     3,383,438
                                                                   ------------
                                                                     24,195,376
                                                                   ------------
  RESTAURANTS - (3.24%)
     94,500         IHOP Corp.* .................................     3,774,094
                                                                   ------------
  RETAIL - (8.67%)
    364,675         Garden Ridge Corp.* .........................     3,304,867
    155,400         Staples, Inc.* ..............................     6,793,894
                                                                   ------------
                                                                     10,098,761
  SOFTWARE - (9.55%)
    191,325         Business Objects S.A. - ADR* ................     6,265,891
    187,250         The Learning Company, Inc.* .................     4,856,797
                                                                   ------------
                                                                     11,122,688
                      Total Common Stock - (identified cost
                        $78,477,955) ............................   114,021,077
                                                                   ------------
SHORT TERM - (2.60%)
$3,025,000 State Street Bank and Trust Co.  Repurchase  Agreement,
4.60%,  01/04/99,  dated 12/31/98,  repurchase value of $3,026,546
(collateralized  by  $3,105,000  par value Federal Home Loan Bank,
4.95%,  12/04/00,  market value  $3,101,119)  -  (identified  cost
$3,025,000) ......................................................    3,025,000
                                                                   ------------
Total Investments-(100.45%)-(identified cost $81,502,955)-(a).....  117,046,077
Liabilities Less Other Assets - (0.45%) ..........................     (529,845)
                                                                   ------------
Net Assets - (100%) .............................................. $116,516,232
                                                                   ============
* Non-Income Producing Security.

(a) Aggregate cost for Federal Income Tax purposes is $81,502,955.
At December 31, 1998  unrealized  appreciation  (depreciation)  of
securities for Federal Income Tax purposes is as follows:

Unrealized appreciation .......................................... $ 55,666,224
Unrealized depreciation ..........................................  (20,123,102)
                                                                   ------------
Net unrealized appreciation ...................................... $ 35,543,122
                                                                   ============
See Notes to Financial Statements.
                                       44
<PAGE>
DAVIS SERIES, INC.
SCHEDULE OF INVESTMENTS At December 31, 1998
DAVIS GOVERNMENT BOND FUND
================================================================================
                                                                        VALUE
PRINCIPAL                                                              (NOTE 1)
- ---------                                                              --------
FANNIE MAE - MORTGAGE POOLS - (9.24%)
 $      518      12.00%, 12/01/00 ................................   $       521
     36,457       9.75%, 02/01/04 ................................        37,835
    125,469      10.25%, 10/01/09 ................................       136,507
     64,232      10.75%, 07/01/13 ................................        71,769
    192,516       9.25%, 10/01/16 ................................       205,783
     76,399       7.823%,09/01/19(b) .............................        78,596
     33,959       7.72%, 03/01/24(b) .............................        35,585
    596,586       7.50%, 01/01/27 ................................       612,622
  1,974,095       6.00%, 03/01/28 ................................     1,948,807
  2,990,339       6.00%, 09/01/28 ................................     2,952,034
                                                                     -----------
        Total Fannie Mae - (identified cost $6,041,721)...........     6,080,059
                                                                     -----------
FREDDIE MAC - MORTGAGE POOLS - (16.41%)
     17,461       9.00%, 07/01/01 ................................        17,826
    188,663       8.50%, 08/01/01 ................................       192,605
     44,599       9.00%, 08/01/02 ................................        46,021
      9,222       8.50%, 12/01/02 ................................         9,435
     10,637       9.00%, 06/01/03 ................................        10,804
    658,472       6.50%, 01/01/04 ................................       667,321
     93,251       9.25%, 01/01/04 ................................        96,180
      1,947       9.25%, 11/01/07 ................................         2,018
     64,599       9.25%, 09/01/08 ................................        68,243
     65,761      10.00%, 07/01/09 ................................        71,227
    933,483       6.50%, 07/01/11 ................................       947,485
  2,236,132       5.50%, 09/01/13 ................................     2,207,487
     28,143       9.00%, 07/01/16 ................................        30,008
    128,903       9.00%, 08/01/16 ................................       137,361
    174,603       9.00%, 01/01/17 ................................       186,170
    129,326       9.00%, 03/01/17 ................................       137,085
     30,964       9.00%, 08/01/17 ................................        32,996
     22,989       9.50%, 12/01/19 ................................        24,677
    110,859       9.50%, 02/01/20 ................................       117,856
  1,929,571       6.00%, 06/01/26 ................................     1,907,265
  1,975,804       6.00%, 07/01/28 ................................     1,951,719
  1,965,446       6.00%, 07/01/28 ................................     1,941,488
                                                                     -----------
        Total Freddie Mac - (identified cost $10,785,493) ........    10,803,277
                                                                     -----------
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - MORTGAGE POOLS - (16.85%)
  2,990,044       6.00% with various maturities to 2028 ..........     2,957,333
  1,500,000       6.25% with various maturities to 2013 ..........     1,513,080
  3,418,537       6.50% with various maturities to 2028 ..........     3,451,663
     57,923       6.875%with various maturities to 2024(b) .......        58,676
    949,310       7.00% with various maturities to 2026 ..........       968,885
    801,881       8.50% with various maturities to 2022 ..........       845,779

                                       45
<PAGE>
DAVIS SERIES, INC.
SCHEDULE OF  INVESTMENTS  At  December  31,  1998
DAVIS  GOVERNMENT  BOND FUND - CONTINUED
================================================================================
                                                                         VALUE
PRINCIPAL                                                              (NOTE 1)
- ---------                                                              --------
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - MORTGAGE POOLS - CONTINUED
$  533,971       9.00% with various maturities to 2017 ............  $   574,385
    95,039      10.00% with various maturities to 2020 ............      101,690
     6,153      10.25% with various maturities to 2016 ............        6,702
   103,790      10.50% with various maturities to 2016 ............      115,083
   208,108      11.25% with various maturities to 2011 ............      226,253
   172,654      11.50% with various maturities to 2015 ............      196,349
    43,758      13.00% with various maturities to 2014 ............       51,289
    21,580      14.75% with various maturities to 2001 ............       21,697
                                                                     -----------
        Total GNMA - (identified cost $10,925,293) ................   11,088,864
                                                                     -----------
MEDIUM TERM NOTES - (46.56%)
 1,000,000      Fannie Mae, 5.91%, 08/07/00 .......................    1,015,200
 1,000,000      Fannie Mae, 5.72%, 03/13/01 .......................    1,016,710
 1,000,000      Fannie Mae, 6.23%, 07/18/02 .......................    1,038,860
 1,000,000      Fannie Mae, 6.85%, 09/12/05 .......................    1,023,980
 1,650,000      Fannie Mae, 6.57%, 08/22/07 .......................    1,788,600
 1,000,000      Fannie Mae, 6.39%, 09/24/07 .......................    1,072,240
 1,400,000      Fannie Mae, 5.75%, 02/15/08 .......................    1,446,872
 1,000,000      Fannie Mae, 7.15%, 11/03/10 .......................    1,024,310
 1,000,000      Federal Farm Credit Bank, 5.90%, 02/05/08 .........    1,038,280
 2,000,000      Federal Home Loan Bank, 5.125%, 09/15/03 ..........    1,999,700
 4,000,000      Federal Home Loan Bank, 6.12%, 08/26/08 ...........    4,059,280
 2,000,000      Federal Home Loan Bank, 5.038%, 10/14/08 ..........    1,948,120
 2,000,000      Federal Home Loan Bank, 5.54%, 10/15/08 ...........    1,965,280
 1,000,000      Freddie Mac, 6.66%, 12/05/05 ......................    1,022,910
 2,000,000      Freddie Mac, 6.28%, 03/06/06 ......................    2,118,980
 2,000,000      Freddie Mac, 6.04%, 09/09/08 ......................    2,022,560
 3,000,000      Freddie Mac, 5.125%, 10/15/08 .....................    2,952,990
   900,000      Freddie Mac, 8.00%, 06/20/11 ......................      950,004
 1,120,000      Freddie Mac, 6.25%, 12/15/26 ......................    1,138,872
                                                                     -----------
        Total Medium Term Notes - (identified cost $30,479,305) ...   30,643,748
                                                                     -----------
COLLATERALIZED MORTGAGE OBLIGATIONS & REAL ESTATE MORTGAGE
INVESTMENT CONDUITS - (8.51%)
 1,000,000      Fannie Mae, 1993-30 PL, 7.00%, 07/25/20 ...........    1,036,650
   300,000      Fannie Mae, 1992-174H, 7.25%, 09/25/21 ............      307,347
 1,000,000      Fannie Mae, 1993-155TC, 7.00%, 03/25/23 ...........    1,040,470
 1,250,000      Fannie Mae, 1993-120N, 7.00%, 07/25/23 ............    1,253,925
   119,393      Freddie Mac, 1606 LC, 7.09%, 05/15/08(b) ..........      120,008
 1,000,000      Freddie Mac, 1552 HB, 6.50%, 11/15/22 .............    1,020,140
   825,000      Freddie Mac, 1627 PJ, 6.00%, 03/15/23 .............      824,810
                                                                     -----------
        Total CMOs & REMICs - (identified cost $5,409,849) ........    5,603,350
                                                                     -----------

                                       46
<PAGE>
DAVIS SERIES, INC.
SCHEDULE OF  INVESTMENTS  At  December  31,  1998
DAVIS  GOVERNMENT  BOND FUND - CONTINUED
================================================================================
                                                                         VALUE
PRINCIPAL                                                               (NOTE 1)
- ---------                                                               --------
SHORT TERM - (1.67%)

$1,100,000 State Street Bank and Trust Co.  Repurchase  Agreement,
4.60%,  01/04/99,  dated 12/31/98,  repurchase value of $1,100,562
(collateralized  by  $1,130,000  par value Federal Home Loan Bank,
4.95%,  12/04/00,  market value  $1,128,588)  -  (identified  cost
$1,100,000) ........................................................ $1,100,000
                                                                     ----------
Total Investments - (99.24%) - (identified cost $64,741,661) (a) ..  65,319,298
Other Assets Less Liabilities - (0.76%) ...........................     501,162
                                                                        -------
Net Assets - (100%) ............................................... $65,820,460
                                                                    ===========

(a) Aggregate cost for Federal Income Tax purposes is $64,741,661.
At December  31,1998  unrealized  appreciation  (depreciation)  of
securities for Federal Income Tax purposes is as follows:

Unrealized appreciation ...........................................    $883,130
Unrealized depreciation ...........................................    (305,493)
                                                                       --------
Net unrealized appreciation .......................................    $577,637
                                                                       ========

(b) The interest  rates on floating rate  securities,  shown as of
December 31, 1998, may change  monthly or less  frequently and are
based on indices of market  interest  rates.SEE NOTES TO FINANCIAL
STATEMENTS.
                                       47
<PAGE>
DAVIS SERIES, INC.
SCHEDULE OF INVESTMENTS At December 31, 1998
DAVIS GOVERNMENT MONEY MARKET FUND
================================================================================
                                                                        VALUE
PRINCIPAL                                                              (NOTE 1)
- ---------                                                              --------
FANNIE MAE - (18.36%)
$3,115,000      5.12%, 01/05/99 Discount Note ......................  $3,113,228
17,930,000      5.07%, 01/08/99 Discount Note ......................  17,912,324
24,335,000      4.772%, 01/25/99 Discount Note .....................  24,257,582
20,300,000      5.084%, 01/26/99 Discount Note .....................  20,228,330
15,395,000      4.83%, 01/27/99 Discount Note ......................  15,341,297
 8,580,000      5.03%, 02/05/99 Discount Note ......................   8,538,041
 5,090,000      4.96%, 03/01/99 Discount Note ......................   5,048,624
                                                                     -----------
Total Fannie Mae - (identified cost $94,439,426)                      94,439,426
                                                                     -----------
FEDERAL HOME LOAN BANK - (13.18%)
 6,945,000      4.78%, 01/13/99 Discount Note ......................   6,933,934
35,000,000      4.78%, 01/22/99 Discount Note ......................  34,902,408
11,615,000      4.65%, 03/02/99 Discount Note ......................  11,524,984
14,465,000      5.56%, 03/25/99 Medium Term Note ...................  14,464,727
                                                                     -----------
Total Federal Home Loan Bank - (identified cost $67,826,053) .......  67,826,053
                                                                     -----------
FREDDIE MAC - (66.70%)
 1,485,000      5.03%, 01/04/99 Discount Note ......................   1,484,377
35,865,000      5.05%, 01/06/99 Discount Note ......................  35,839,845
 9,825,000      5.05%, 01/07/99 Discount Note ......................   9,816,731
 2,025,000      5.09%, 01/11/99 Discount Note ......................   2,022,137
38,520,000      5.02%, 01/12/99 Discount Note ......................  38,460,915
11,575,000      4.78%, 01/14/99 Discount Note ......................  11,555,020
 4,790,000      4.95%, 01/15/99 Discount Note ......................   4,780,779
11,345,000      5.02%, 01/15/99 Discount Note ......................  11,322,852
 8,270,000      5.07%, 01/19/99 Discount Note ......................   8,249,035
 2,995,000      4.76%, 01/20/99 Discount Note ......................   2,987,476
15,000,000      5.10%, 01/21/99 Discount Note ......................  14,957,500
 7,250,000      5.11%, 01/22/99 Discount Note ......................   7,228,389
10,050,000      5.12%, 01/28/99 Discount Note ......................  10,011,408
21,290,000      5.00%, 01/29/99 Discount Note ......................  21,207,206
 5,100,000      4.838%, 02/01/99 Discount Note .....................   5,078,753
 9,350,000      5.03%, 02/08/99 Discount Note ......................   9,300,357
17,940,000      5.013%, 02/09/99 Discount Note .....................  17,842,572
 9,235,000      5.04%, 02/10/99 Discount Note ......................   9,183,284
 5,320,000      5.08%, 02/11/99 Discount Note ......................   5,289,221
10,320,000      5.09%, 02/12/99 Discount Note ......................  10,258,716
23,545,000      5.03%, 02/16/99 Discount Note ......................  23,393,671
13,085,000      4.94%, 02/18/99 Discount Note ......................  12,998,813
 6,540,000      5.08%, 02/19/99 Discount Note ......................   6,494,780
 6,430,000      4.925%, 02/22/99 Discount Note .....................   6,384,258
 2,540,000      5.02%, 02/24/99 Discount Note ......................   2,520,874
10,483,000      5.07%, 02/25/99 Discount Note ......................  10,401,800
 5,915,000      4.90%, 02/26/99 Discount Note ......................   5,869,915

                                       48
<PAGE>
DAVIS SERIES, INC.
SCHEDULE OF INVESTMENTS At December 31, 1998
DAVIS GOVERNMENT MONEY MARKET FUND-CONTINUED
================================================================================
                                                                        VALUE
PRINCIPAL                                                              (NOTE 1)
- ---------                                                              --------
FREDDIE MAC - CONTINUED
$19,870,000     5.07%, 02/26/99 Discount Note ...................   $ 19,713,292
 18,665,000     4.98%, 03/05/99 Discount Note ...................     18,502,335
                                                                    ------------
Total Freddie Mac-(identified cost $343,156,311) ................    343,156,311
                                                                    ------------
Total Investments-(98.24%)-(identified cost $505,421,790)-(a)....    505,421,790
Other Assets Less Liabilites-(1.76%) ............................      9,051,841
                                                                    ------------
Net Assets - (100%) .............................................   $514,473,631
                                                                    ============

(a) Aggregate cost for Federal Income Tax Purposes is $505,421,790.

See Notes to Financial Statements.

                                       49
<PAGE>
DAVIS SERIES, INC.
SCHEDULE OF INVESTMENTS At December 31, 1998
DAVIS FINANCIAL FUND
================================================================================
                                                                       VALUE
SHARES                             SECURITY                           (NOTE 1)
- ------                             --------                           --------
COMMON STOCK - (99.96%)

BANKS AND SAVINGS & LOAN ASSOCIATIONS - (15.72%)
    273,605       Bank of East Asia Ltd. ........................   $    476,750
    810,000       Bank of New York Co., Inc. ....................     32,602,500
    543,168       BankAmerica Corp. .............................     32,657,976
     60,000       Fifth Third Bancorp ...........................      4,280,625
     24,000       Golden West Financial Corp. ...................      2,200,500
    321,125       Lloyds TSB Group PLC ..........................      4,572,257
     90,000       State Street Corporation ......................      6,260,625
    520,000       U.S. Bancorp ..................................     18,460,000
  1,326,330       Wells Fargo & Co. .............................     52,970,304
                                                                    ------------
                                                                     154,481,537
                                                                    ------------
BUILDING MATERIALS - (5.98%)
    598,300       Martin Marietta Materials, Inc. ...............     37,206,781
    750,800       Masco Corporation .............................     21,585,500
                                                                    ------------
                                                                      58,792,281
                                                                    ------------
CONSUMER PRODUCTS - (7.52%)
    400,000       Hasbro, Inc. ..................................     14,450,000
    170,000       Mattel, Inc. ..................................      3,878,125
  1,040,000       Philip Morris Cos., Inc. ......................     55,640,000
                                                                    ------------
                                                                      73,968,125
                                                                    ------------
DIVERSIFIED - (4.26%)
        597       Berkshire Hathaway, Inc. (Class A)* ...........     41,790,000
         24       Berkshire Hathaway, Inc. (Class B)* ...........         56,400
                                                                    ------------
                                                                      41,846,400
                                                                    ------------
DIVERSIFIED MANUFACTURING - (2.16%)
    167,000       Dover Corp. ...................................      6,116,375
    200,000       Tyco International Ltd. .......................     15,087,500
                                                                    ------------
                                                                      21,203,875
                                                                    ------------
FINANCIAL SERVICES - (54.73%)
INSURANCE - (29.92%)
    310,000       Ace, Ltd. .....................................     10,675,625
      2,250       Alleghany Corp.* ..............................        422,719
    180,000       The Allstate Corp. ............................      6,952,500
     34,593       American International Group, Inc. ............      3,342,549
     76,000       Annuity and Life Re (Holdings), Ltd. ..........      2,033,000
    335,100       Chubb Corp. ...................................     21,739,742
    517,500       Cincinnati Financial Corp. ....................     18,969,609
    150,000       ESG Re Limited ................................      3,065,625
     20,000       Executive Risk Inc. ...........................      1,098,750
    118,900       EXEL Limited ..................................      8,917,500
    322,300       FPIC Insurance Group, Inc.* ...................     15,349,538

                                       50
<PAGE>
DAVIS SERIES, INC.
SCHEDULE OF INVESTMENTS At December 31, 1998
DAVIS FINANCIAL FUND - CONTINUED
================================================================================
                                                                       VALUE
SHARES                         SECURITY                               (NOTE 1)
- ------                         --------                               --------
COMMON STOCK  - CONTINUED

FINANCIAL SERVICES - CONTINUED
INSURANCE - CONTINUED
     80,000       Harleysville Group, Inc. ........................ $  2,052,500
    434,500       Horace Mann Educators Corp. .....................   12,383,250
    133,800       HSB Group, Inc. .................................    5,494,163
    185,000       Leucadia National Corp. * .......................    5,827,500
      7,500       Markel Corporation* .............................    1,357,500
     60,000       Mercury General Corp. ...........................    2,628,750
      1,509       Nuernberger Beteil AGAKT LITA ...................    1,856,144
    212,000       Orion Capital Corp. .............................    8,440,250
    210,000       Progressive Corp. (Ohio) ........................   35,568,750
    555,600       ReliaStar Financial Corp. .......................   25,627,050
    100,000       Risk Capital Holdings, Inc.* ....................    2,268,750
    513,075       RLI Corp. .......................................   17,059,744
     20,400       State Auto Financial Corp. ......................      253,725
     15,000       Stirling Cooke Brown Holdings Limited ...........      252,188
    171,500       SunAmerica, Inc. ................................   13,912,938
    761,700       Transatlantic Holdings Inc. .....................   57,555,956
    230,000       Travelers Property Casualty Corp. ...............    7,130,000
     69,000       20th Century Industries .........................    1,599,938
     42,000       Vesta Insurance Group, Inc. .....................      252,000
                                                                    ------------
                                                                     294,088,253
                                                                    ------------
OTHER FINANCIAL SERVICES - (24.81%)
    673,000       American Express Co. ............................   68,814,250
    100,000       Capital One Financial Corp. .....................   11,500,000
    112,500       Charles Schwab Corp. ............................    6,321,094
    775,000       Citigroup .......................................   38,362,500
    146,400       Donaldson, Lufkin & Jenrette Inc. ...............    6,002,400
  1,239,500       Household International, Inc. ...................   49,115,188
    500,000       MBNA Corporation ................................   12,468,750
    143,950       Morgan Stanley, Dean Witter, Discover & Co. .....   10,220,450
    547,500       Providian Financial Corporation .................   41,062,500
                                                                    ------------
                                                                     243,867,132
                                                                    ------------
PHARMACEUTICALS - (1.34%)
    190,000       SmithKline Beecham PLC - ADR ....................   13,205,000
                                                                    ------------
PUBLISHING - (0.46%)
     85,000       Harcourt General, Inc. ..........................    4,520,938
                                                                    ------------
RESTAURANT & FOOD - (4.54%)
    582,000       McDonald's Corp. ................................   44,595,750
                                                                    ------------
TECHNOLOGY - (3.25%)
    100,000       Hewlett-Packard Company .........................    6,831,250

                                       51
<PAGE>
DAVIS SERIES, INC.
SCHEDULE OF INVESTMENTS At December 31, 1998
DAVIS FINANCIAL FUND - CONTINUED
================================================================================
                                                                        VALUE
SHARES/PRINCIPAL                   SECURITY                            (NOTE 1)
- ----------------                   --------                            --------
COMMON STOCK  - CONTINUED

TECHNOLOGY - CONTINUED
     72,000       Intel Corp. ...................................   $  8,534,250
     90,000       International Business Machines Corporation ...    16,627,500
                                                                   ------------
                                                                     31,993,000
                                                                   ------------

Total Common Stock - (identified cost $763,368,161) .............   982,562,291
                                                                   ------------
CONVERTIBLE BOND - (0.19%)
$750,000          Cincinnati Financial Corp., Sr. Deb., Conv.,
                  5.50%, 05/01/02 - (identified cost $980,625) ..     1,850,625
                                                                      ---------
Total Investments-(100.15%)-(identified cost $764,348,786)-(a) ..   984,412,916
Liabilities Less Other Assets - (0.15%) .........................    (1,502,716)
                                                                   ------------
Net Assets - (100%)                                                $982,910,200
                                                                   ============
* Non-Income Producing Security.

(a) Aggregate cost for Federal Income Tax purposes is $764,348,786.
At December 31, 1998 unrealized appreciation (depreciation) of
securities for Federal Income Tax purposes is as follows:

Unrealized appreciation .........................................  $239,405,181
Unrealized depreciation .........................................   (19,341,051)
                                                                   ------------
Net unrealized appreciation .....................................  $220,064,130
                                                                   ============
See Notes to Financial Statements.

                                       52
<PAGE>
DAVIS SERIES, INC.
SCHEDULE OF INVESTMENTS At December 31, 1998
DAVIS CONVERTIBLE SECURITIES FUND
================================================================================
                                                                       VALUE
SHARES                             SECURITY                           (NOTE 1)
- ------                             --------                           --------
CONVERTIBLE PREFERRED STOCK - (39.37%)

COMMUNICATIONS - (3.08%)
  78,000     AirTouch Communications, Inc., 6.00%, Ser. B Conv. Pfd. $ 4,641,000
  75,400     Loral Space & Communications, Inc., 6.00%, Pfd. Conv.
             Ser. C. ...............................................   4,005,625
                                                                     -----------
                                                                       8,646,625
                                                                     -----------
DIVERSIFIED (REIT) - (7.02%)
 400,000     General Growth Properties, 7.25%, Cum. Conv. Pfd. .....  10,300,000
 224,000     Glenborough Realty Trust, 7.75%, Ser. A Conv. Pfd. ....   4,088,000
  98,000     Rouse Company, $3.00, Ser. B Conv. Pfd. ...............   4,250,750
  21,700     Vornado Realty Trust, 6.50%, Ser. A Conv. Pfd. ........   1,052,450
                                                                     -----------
                                                                      19,691,200
                                                                     -----------
ENERGY - (10.71%)
 152,500     CalEnergy Capital Trust II, 6.25%, Conv. Pfd. .........   7,720,313
 144,200     Devon Financing Trust, $3.25, Conv. Pfd. ..............   7,931,000
  30,000     Devon Financing Trust, $3.25, Ser. 144A Conv. Pfd. (b).   1,650,000
 116,000     EVI, Inc., 5.00%, Ser. 144A Conv. Pfd.(b) .............   3,480,000
  59,600     Tosco Financing Trust, 5.75%, Conv. Pfd. ..............   2,868,250
  22,800     Tosco Financing Trust, 5.75%, Ser. 144A Conv. Pfd.(b) .   1,097,250
 108,520     Unocal Capital Trust., 6.25%, Conv. Pfd. ..............   5,303,915
                                                                     -----------
                                                                      30,050,728
                                                                     -----------
FINANCIAL SERVICES - (0.60%)
  43,500     Conseco Finance Trust IV, 7.00%, Ser. F Cum. Conv. Pfd.   1,677,469
                                                                     -----------
HOTELS - (0.40%)
  27,900     Host Marriott Financial Trust, 6.75%, Ser. 144A Conv.
             Pfd.(b) ...............................................   1,129,950
                                                                      13,382,450
                                                                     -----------
INDUSTRIAL - (5.41%)
 292,900     Sealed Air Corp., $2.00, Ser. A Cum. Conv. Pfd. .......  15,194,188
                                                                     -----------
MULTI-FAMILY HOUSING (REITS) - (1.67%)
  28,300     Camden Property Trust, $2.25, Ser. A Cum. Conv. Pfd....     670,356
 128,900     Equity Residential Properties Trust, 7.00%, Ser. E
             Conv. Pfd. ............................................   3,021,094
  48,100     Equity Residential Properties Trust, 7.25%, Ser. G
             Cum. Conv. Pfd. .......................................     986,050
                                                                     -----------
                                                                       4,677,500
                                                                     -----------
OFFICE/INDUSTRIAL (REIT) - (6.66%)
 160,000     Crescent Real Estate Equities, 6.75%, Ser. A Conv. Pfd.   2,620,000
 153,000     Equity Office Properties Trust, 5.25%, Ser. B Cum.
             Conv. Pfd. ............................................   5,833,125
 221,000     Reckson Assoc. Realty, 7.625%, Ser. A Cum. Conv. Pfd. .   4,668,625
 240,000     SL Green Realty Corp., 8.00%, Cum. Conv. Pfd. .........   5,580,000
                                                                     -----------
                                                                      18,701,750
                                                                     -----------
RESTAURANT (REITS) - (2.03%)
 248,100     U.S. Restaurant Properties, 7.72%, Ser. A Cum. Conv.
             Pfd. ..................................................   5,690,794
                                                                     -----------
THEME PARKS - (0.63%)
  30,000     Premier Parks, Inc., 7.50%, Cum. Conv. Pfd. ...........   1,777,500
                                                                     -----------

                                       53
<PAGE>
DAVIS SERIES, INC.
SCHEDULE OF INVESTMENTS At December 31, 1998
DAVIS CONVERTIBLE SECURITIES FUND - CONTINUED
================================================================================
                                                                       VALUE
SHARES/PRINCIPAL                   SECURITY                           (NOTE 1)
- ----------------                   --------                           --------
CONVERTIBLE PREFERRED STOCK - CONTINUED

TRANSPORTATION - (1.16%)
    70,000        Union Pacific Cap. Trust, 6.25%, Ser. 144A Cum.
                  Conv. Pfd.(b) ................................... $  3,255,000
                                                                    ------------

Total Convertible Preferred Stock - (identified cost $122,543,087)   110,492,704
                                                                    ------------
CONVERTIBLE BONDS - (28.04%)

DRILLING SERVICES - (0.98%)
 4,510,000        Parker Drilling Corp., Conv. Sub. Notes, 5.50%,
                  08/01/04 ........................................    2,751,100
                                                                    ------------
ENERGY - (2.68%)
 3,120,000        Baker Hughes Inc., Sr. Liquid Yield Option Notes,
                  Zero Cpn., 05/05/08 .............................    2,051,400
11,415,000        Valhi Inc., Conv. Sub. Deb., Zero Cpn., 10/20/07     5,464,931
                                                                    ------------
                                                                       7,516,331
                                                                    ------------
FINANCIAL SERVICES - (9.07%)
   500,000        Alex Brown, Inc., Conv. Sub. Deb., 5.75%, 06/12/01   2,041,956
10,000,000        American Express Credit, Conv. Notes, 1.125%,
                  02/19/03 ........................................   10,762,500
 3,300,000        Bell Atlantic Financial Services, Series 144A,
                  5.75%, 04/01/03 (b) .............................    3,423,750
 7,998,000        Republic National Bank NY, Conv. Sr. Notes,
                  1.875%, 08/12/02 ................................    9,227,693
                                                                    ------------
                                                                      25,455,899
                                                                    ------------
GOLF - (0.76%)
 1,650,000        Family Golf Centers, Inc., Conv. Sub. Notes,
                  5.75%, 10/15/04 .................................    1,532,438
   650,000        Family Golf Centers, Inc., 144A Conv. Sub.
                  Notes, 5.75%, 10/15/04 (b) ......................      603,688
                                                                    ------------
                                                                       2,136,126
                                                                    ------------
HOTELS - (1.46%)
 3,000,000        CapStar Hotel Corp., Conv. Sub. Notes, 4.75%,
                  10/15/04 ........................................    2,178,750
 2,100,000        Hilton Hotels Corp., Conv. Sub. Notes, 5.00%,
                  05/15/06 ........................................    1,926,750
                                                                    ------------
                                                                       4,105,500
                                                                    ------------
INDUSTRIAL - (3.76%)
 3,170,000        IMAX Corp., Conv. Sub. Deb., 5.75%, 04/01/03 ....    4,679,713
 9,600,000        Xerox Corp., 144A Conv. Sub. Notes, Zero Cpn.,
                  04/12/18 (b) ....................................    5,880,000
                                                                    ------------
                                                                      10,559,713
                                                                    ------------
INSURANCE - (2.27%)
 3,000,000        American International Group, Inc., Conv. Notes,
                  2.25%, 07/30/04 .................................    3,896,250
 1,000,000        Cincinnati Financial Corp. Conv. Sub. Deb.,
                  5.50%, 05/01/02 .................................    2,467,500
                                                                    ------------
                                                                       6,363,750
                                                                    ------------
MULTI-FAMILY HOUSING (REIT) - (0.21%)
   500,000        Camden Property Trust, Conv. Sub. Deb., 7.33%,
                  04/01/01 ........................................      573,750
                                                                    ------------
MULTIMEDIA - (2.21%)
10,700,000        News America Holdings, Conv. Sub. Deb., Zero
                  Cpn., 03/11/13 ..................................    6,192,625
                                                                    ------------
REAL ESTATE DEVELOPMENT - (1.10%)
 3,032,000        Rouse Company, Conv. Sub. Deb., 5.75%, 07/23/02..    3,089,129
                                                                    ------------

                                       54
<PAGE>
DAVIS SERIES, INC.
SCHEDULE OF INVESTMENTS At December 31, 1998
DAVIS CONVERTIBLE SECURITIES FUND - CONTINUED
================================================================================
PRINCIPAL/                                                               VALUE
SHARES                             SECURITY                             (NOTE 1)
- ------                             --------                             --------
CONVERTIBLE BONDS - CONTINUED

RETAIL (REIT) - (0.16%)
   350,000        Mid-Atlantic Realty Trust, Conv. Sub. Deb.,
                  7.625%, 09/15/03 ................................  $   457,181
                                                                     -----------
TECHNOLOGY - (3.37%)
 8,199,000        Hewlett-Packard Co., 144A Conv. Sub. Notes, Zero
                  Cpn., 10/14/17 (b) ..............................    4,550,445
 6,620,000        Motorola, Inc., Conv. Sub. Deb., Zero Cpn.,
                  09/27/13 ........................................    4,898,800
 9,449,245        TRANSPORTATION - (0.01%)
   500,000        Florida West Airlines, Inc., 8.00%, 03/25/99+(c)        40,000
                                                                     -----------

Total Convertible Bonds - (identified cost $78,360,149) ...........   78,690,349
                                                                     -----------

COMMON STOCK  - (30.68%)

BANKS  AND SAVINGS & LOAN ASSOCIATIONS - (4.63%)
   131,361        Banc One Corporation ............................    6,707,621
    83,548        Bank of New York Co., Inc. ......................    3,362,807
    82,359        U.S. Bancorp ....................................    2,923,745
                                                                     -----------
                                                                      12,994,173
                                                                     -----------
BUILDING MATERIALS - (0.97%)
    94,606        Masco Corp. .....................................    2,719,923
                                                                     -----------
CONSUMER PRODUCTS - (0.81%)
    77,000        RJR Nabisco Holdings Corp. ......................    2,285,938
                                                                     -----------
DIVERSIFIED FINANCIAL SERVICES - (1.94%)
    75,811        Citigroup, Inc. .................................    3,752,644
    42,012        Wells Fargo Company .............................    1,677,854
                                                                     -----------
                                                                       5,430,498
                                                                     -----------
DIVERSIFIED (REITS) - (5.10%)
    87,810        Avalon Bay Communities, Inc. ....................    3,007,493
    48,600        Glenborough Realty Trust, Inc. ..................      990,225
   305,200        Vornado Realty Trust ............................   10,300,500
                                                                     -----------
                                                                      14,298,218
                                                                     -----------
                                                                       3,199,969
                                                                     -----------
ENERGY - (1.54%)
    30,000        CalEnergy Company, Inc.* ........................    1,040,625
    82,000        Devon Energy Corp. ..............................    2,516,375
    30,706        Noble Affiliates, Inc. ..........................      756,135
                                                                     -----------
                                                                       4,313,135
                                                                     -----------
FINANCIAL SERVICES - (5.85%)
    45,100        American Express Company ........................    4,611,475
   145,380        SunAmerica, Inc. ................................   11,793,953
                                                                     -----------
                                                                      16,405,428
                                                                     -----------
HOTELS (REIT) - (0.05%)
    21,399        Patriot American Hospitality Inc. ...............      128,394
                                                                     -----------

                                       55
<PAGE>
DAVIS SERIES, INC.
SCHEDULE OF INVESTMENTS At December 31, 1998
DAVIS CONVERTIBLE SECURITIES FUND - CONTINUED
================================================================================
                                                                       VALUE
SHARES            SECURITY                                            (NOTE 1)
- ------            --------                                            --------
COMMON STOCK-CONTINUED

INDUSTRIAL - (0.31%)
    35,000        Liberty Property Trust ........................  $    861,875
                                                                   ------------
INSURANCE - (0.75%)
    69,264        Conseco, Inc. .................................     2,116,881
                                                                   ------------
OFFICE /INDUSTRIAL (REITS/REOCS) - (1.04%)
    58,156        Centerpoint Properties Corp. ..................     1,966,400
    17,770        Equity Office Properties Trust ................       426,480
    16,700        Mack-Cali Realty Corporation ..................       515,613
                                                                   ------------
                                                                      2,908,493
                                                                   ------------
REAL ESTATE DEVELOPMENT (REIT) - (0.04%)
    15,260        Vornado Operating, Inc. .......................       123,034
                                                                   ------------
RETAIL (REIT) - (0.32%)
    22,750        Kimco Realty Corp. ............................       902,891
                                                                   ------------
SELF STORAGE (REIT) - (1.56%)
   162,121        Public Storage, Inc. ..........................     4,387,400
                                                                   ------------
TECHNOLOGY - (5.77%)
   132,700        Hewlett -Packard Company ......................     9,065,069
    29,000        Intel Corp. ...................................     3,437,406
    20,000        Motorola, Inc. ................................     1,221,250
    28,958        Texas Instruments, Inc. .......................     2,477,719
                                                                   ------------
                                                                     16,201,444
                                                                   ------------

Total Common Stock - (identified cost $60,850,824) ..............    86,077,725
Total Investments - (98.09%) - (identified cost $261,754,060)
- - (a) ...........................................................   275,260,778
Other Assets Less Liabilities - (1.91%) .........................     5,363,601
                                                                   ------------
Net Assets - (100%) .............................................  $280,624,379
                                                                   ============

*Non-Income Producing Security.

+This security is in default and is not currently paying interest.

(a) Aggregate cost for Federal Income Tax purposes is $261,754,060.
At December 31, 1998 unrealized appreciation (depreciation) of
securities for Federal Income Tax purposes is as follows:

Unrealized appreciation .........................................  $ 37,562,266
Unrealized depreciation .........................................   (24,055,548)
                                                                    -----------
Net unrealized appreciation .....................................  $ 13,506,718
                                                                   ============

(b)  These  securities  are  subject  to Rule  144A.  The Board of
Directors  of the Fund has  determined  that  there is  sufficient
liquidity in these securities to realize current valuations. These
securities  amounted to $25,070,083  and 8.93% of the Fund's total
net assets as of December 31, 1998.

(c)  Illiquid  security.  See  Note 7 of the  Notes  to  Financial
Statements.

The zero coupon bonds  amounted to  $29,038,021  and 10.35% of the
Fund's net assets as of December 31, 1998.

See Notes to Financial Statements.

                                       56
<PAGE>
DAVIS SERIES, INC.
SCHEDULE OF INVESTMENTS At December 31, 1998
DAVIS REAL ESTATE FUND
================================================================================
                                                                        VALUE
SHARES                             SECURITY                            (NOTE 1)
- ------                             --------                            --------
COMMON STOCK - (90.94%)

APARTMENTS (REITS) - (21.22%)
   298,231        Apartment Investment & Management Company ....... $ 11,090,465
   317,267        Avalon Bay Communities, Inc. ....................   10,866,395
 1,466,500        Boardwalk Equities, Inc.* .......................   16,214,491
   242,231        Camden Property Trust ...........................    6,298,006
    37,000        Equity Residential Properties Trust .............    1,496,188
   226,200        Essex Property Trust ............................    6,729,450
   492,000        Gables Residential Trust ........................   11,408,250
   755,500        Home Properties of New York, Inc. ...............   19,454,125
   110,000        Post Properties, Inc. ...........................    4,228,125
                                                                    ------------
                                                                      87,785,495
                                                                    ------------
DIVERSIFIED - (3.61%)
    21,740        Crescent Operating, Inc.* .......................      102,586
   189,504        Reckson Services Industries, Inc.* ..............      775,782
   200,000        The St. Joe Company .............................    4,687,500
   372,200        Security Capital Group Incorporated Class B * ...    5,047,963
   200,000        Trizec Hahn Corporation .........................    4,100,000
    25,160        Vornado Operating, Inc.* ........................      202,853
                                                                    ------------
                                                                      14,916,684
                                                                    ------------
DIVERSIFIED (REITS) - (14.47%)
   300,000        AMB Property Corporation ........................    6,600,000
   201,400        Glenborough Realty Trust, Inc. ..................    4,103,525
   424,800        Reckson Associates Realty Corp. .................    9,425,250
   465,100        Rouse Company ...................................   12,790,250
   288,000        Spieker Properties, Inc. ........................    9,972,000
   503,200        Vornado Realty Trust ............................   16,983,000
                                                                    ------------
                                                                      59,874,025
                                                                    ------------
GOLF (REITS) - (1.51%)
   225,100        Golf Trust of America, Inc. .....................    6,246,525
                                                                    ------------
HEALTH CARE (REITS) - (2.74%)
   750,000        Meditrust Companies .............................   11,343,750
                                                                    ------------
HOTELS & LODGING - (3.87%)
   285,500        MeriStar Hospitality Corp. (REIT) ...............    5,299,594
   285,500        MeriStar Hotels & Resorts, Inc.* ................      749,438
   272,800        Patriot American Hospitality, Inc. (REIT). ......    1,636,800
   366,300        Starwood Lodging Trust (REIT). ..................    8,310,431
                                                                    ------------
                                                                      15,996,263
                                                                    ------------
INDUSTRIAL (REITS) - (4.55%)
   272,300        Centerpoint Properties Corp. ....................    9,207,144
   300,000        Centerpoint Properties Corp. Private (b) ........    9,636,563
                                                                    ------------
                                                                      18,843,707
                                                                    ------------

                                       57
<PAGE>
DAVIS SERIES, INC.
SCHEDULE OF  INVESTMENTS At December 31, 1998
DAVIS REAL ESTATE FUND - CONTINUED
================================================================================
                                                                       VALUE
SHARES                             SECURITY                           (NOTE 1)
- ------                             --------                           --------
COMMON STOCK - CONTINUED

MALLS (REITS) - (1.74%)
    50,000        General Growth Properties, Inc. ................. $  1,893,750
   186,964        Simon Property Group, Inc. ......................    5,328,474
                                                                    ------------
                                                                       7,222,224
                                                                    ------------
OFFICE SPACE (REITS) - (17.89%)
   498,100        Alexandria Real Estate Equities, Inc. ...........   15,409,969
   416,500        Boston Properties, Inc. .........................   12,703,250
   250,000        Brandywine Realty Trust .........................    4,468,750
   394,000        Crescent Real Estate Equities Company ...........    9,062,000
   242,819        Equity Office Properties Trust ..................    5,827,656
   350,400        Mack-Cali Realty Corporation ....................   10,818,600
   302,000        Parkway Properties Inc. .........................    9,437,500
   290,000        SL Green Realty Corp. ...........................    6,271,250
                                                                    ------------
                                                                      73,998,975
                                                                    ------------
REAL ESTATE DEVELOPMENT - (1.56%)
   451,000        Catellus Development Corporation* ...............    6,454,938
                                                                    ------------
RESORTS/THEME PARKS - (4.83%)
   430,000        Premier Parks Inc.* .............................   13,007,500
   210,000        Vail Resorts, Inc.* .............................    4,620,000
   106,761        Vail Resorts, Inc. Private * (b) ................    2,348,742
                                                                    ------------
                                                                      19,976,242
                                                                    ------------
RESTAURANT ORIENTED - (2.17%)
   368,600        U.S. Restaurant Properties, Inc. (REIT) .........    8,961,588
                                                                    ------------
SHOPPING CENTERS - (3.27%)
   627,300        JDN Realty Corp. (REIT) .........................   13,526,156
                                                                    ------------
STORAGE (REITS) - (5.55%)
   424,500        Public Storage, Inc. ............................   11,488,031
   355,000        Storage USA Inc. ................................   11,470,938
                                                                    ------------
                                                                      22,958,969
                                                                    ------------
WIRELESS EQUIPMENT/REAL ESTATE - (1.96%)
   255,000        OmniAmerica, Inc.* ..............................    8,128,122
Total Common Stock -(identified cost $406,948,004) ................  376,233,663
                                                                    ------------

CONVERTIBLE PREFERRED STOCK - (6.26%)

APARTMENTS - (1.36%)
    16,700        Camden Property Trust, $2.25, Ser. A Cum. Conv.
                  Pfd. ............................................      395,581
   223,900        Equity Residential Properties Trust, 7.00%,
                  Ser. E Conv. Pfd. ...............................    5,247,656
                                                                    ------------
                                                                       5,643,237
                                                                    ------------

                                       58
<PAGE>
DAVIS SERIES, INC.
SCHEDULE OF  INVESTMENTS At December 31, 1998
DAVIS REAL ESTATE FUND - CONTINUED
================================================================================
                                                                       VALUE
SHARES/PRINCIPAL                   SECURITY                           (NOTE 1)
- ----------------                   --------                           --------
CONVERTIBLE PREFERRED STOCK - CONTINUED

DIVERSIFIED - (0.76%)
    50,000        Rouse Company, $3.00, Ser. B Conv. Pfd. .........$  2,168,750
    20,000        Vornado Realty Trust, 6.50%, Ser. A Conv. Pfd. ..     970,000
                                                                   ------------
                                                                      3,138,750
                                                                   ------------
MALLS - (3.24%)
   520,000        General Growth Properties, 7.25%, Conv. Pfd......  13,390,000
                                                                   ------------
OFFICE - (0.90%)
   160,000        SL Green Realty Corp., 8.00%, Cum. Conv. Pfd.....   3,720,000
                                                                   ------------

Total Convertible Preferred Stock-(identified cost $27,464,896)....  25,891,987
                                                                   ------------
CONVERTIBLE CORPORATE BONDS - (0.49%)
$2,000,000        Rouse Company, Conv. Sub. Deb., 5.75%, 07/23/02
                  - (identified cost $2,125,000) ..................   2,037,684
                                                                   ------------
SHORT TERM - (1.40%)
5,773,000 Lehman Brothers Repurchase Agreement, 5.04%, 01/04/99,
dated 12/31/98, repurchase value $5,773,000 (collateralized by
$5,582,000 par value U.S. Treasury Note, 5.875%, 09/30/02, market
value $5,559, 010) - (identified cost $5,773,000) .................   5,773,000
                                                                   ------------

Total Investment-(99.09%)-(identified cost $442,310,900)-(a)....... 409,936,334
Other Assets Less Liabilities - (0.91%) ...........................   3,775,336
                                                                   ------------
Net Assets - (100%)                                                $413,711,670
                                                                   ============
* Non-Income Producing Security.

(a) Aggregate cost for Federal Income Tax purposes is $442,310,900.
At December 31, 1998 unrealized appreciation (depreciation) of
securities for Federal Income Tax purposes is as follows:

Unrealized appreciation .........................................   $38,877,969
Unrealized depreciation .........................................   (71,252,535)
                                                                   ------------
Net unrealized depreciation .....................................  $(32,374,566)
                                                                   ============

(b) Restricted security. See Note 7 of the Notes to Financial Statements.

See Notes to Financial Statements.

                                       59
<PAGE>
DAVIS SERIES, INC.
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                             DAVIS
                                  DAVIS         DAVIS      GOVERNMENT                    DAVIS
                                  GROWTH      GOVERNMENT     MONEY         DAVIS     CONVERTIBLE      DAVIS
                               OPPORTUNITY       BOND        MARKET      FINANCIAL    SECURITIES    REAL ESTATE
                                   FUND          FUND        FUND          FUND          FUND          FUND
                              ------------  ------------- ------------  -----------  -----------    -----------
<S>                           <C>           <C>          <C>           <C>            <C>           <C>
ASSETS:
Investments in securities, at
 value* (see accompanying
 Schedules of Investments)    $117,046,077  $65,319,298  $505,421,790  $ 984,412,916  $275,260,778  $ 409,936,334
Cash                                15,762       35,950        35,376           --       4,257,949            439
Receivables:                       172,238
 Dividends and interest             58,995      683,671       218,293      1,142,101     1,377,117      2,643,105
 Capital stock sold                459,923      245,808     9,086,200      2,226,946     1,297,433      3,723,599
 Investments sold                     --           --            --        9,732,925         4,781           --
 Prepaid expenses                   13,588        9,401        26,778         29,052        11,494          4,635
                              ------------  -----------  ------------  -------------  ------------  -------------
 Total assets                  117,594,345   66,294,128   514,788,437    997,543,940   282,209,552    416,308,112
                              ------------  -----------  ------------  -------------  ------------  -------------
LIABILITIES:
Cash Overdraft                          --           --            --      5,872,838            --             --
Payables:
 Investment securities
 purchased                              --           --            --      5,634,250            --             --
 Capital stock reacquired          868,700      342,825            --      1,632,540     1,146,933      1,931,212
 Accrued expenses                  116,609       65,454       284,071        714,414       240,787        360,016
 Commissions payable to            779,698
 distributor (Note 3)               92,804       65,389          --          197,453       305,214
 Distributions payable                --           --          30,735           --            --             --
                              ------------  -----------  ------------  -------------  ------------  -------------
 Total liabilities               1,078,113      473,668       314,806     14,633,740     1,585,173      2,596,442
                              ------------  -----------  ------------  -------------  ------------  -------------
NET ASSETS (NOTE 5)           $116,516,232  $65,820,460  $514,473,631  $ 982,910,200  $280,624,379  $ 413,711,670
                              ============  ===========  ============  =============  ============  =============

NET ASSETS CONSIST OF:

Par Value shares of capital
 Stock                              54,102      111,723     5,144,736        338,461       118,366        199,593
  Additional paid-in capital    80,919,008   65,922,027   509,328,895    764,261,893   266,973,698    451,567,396
Accumulated net realized gain
 (loss)                               --       (790,927)         --       (1,754,284)       25,597     (5,680,753)
Net unrealized appreciation
 (depreciation) investments     35,543,122      577,637          --      220,064,130    13,506,718    (32,374,566)
                              ------------  -----------  ------------  -------------  ------------  -------------
                              $116,516,232  $65,820,460  $514,473,631  $ 982,910,200  $280,624,379  $ 413,711,670
                              ============  ===========  ============  =============  ============  =============
</TABLE>

* Including  repurchase  agreements of $3,025,000,  1,100,000 and $5,773,000 for
Davis Growth  Opportunity Fund, Davis Government Bond Fund and Davis Real Estate
Fund,  respectively,  and  cost  of  $81,502,955,   $64,741,661,   $505,421,790,
$764,348,786,  $261,754,060 and $442,310,900 for Davis Growth  Opportunity Fund,
Davis  Government Bond Fund, Davis Government Money Market Fund, Davis Financial
Fund,   Davis   Convertible   Securities   Fund  and  Davis  Real  Estate  Fund,
respectively.

See Notes to Financial Statements.

                                       60
<PAGE>
DAVIS SERIES, INC.
STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                               DAVIS
                                     DAVIS        DAVIS      GOVERNMENT                    DAVIS
                                    GROWTH      GOVERNMENT     MONEY         DAVIS      CONVERTIBLE      DAVIS
                                  OPPORTUNITY      BOND        MARKET      FINANCIAL     SECURITIES   REAL ESTATE
                                     FUND          FUND         FUND         FUND           FUND         FUND
                                  -----------   ----------   ----------    ----------   ------------  -----------
<S>                              <C>           <C>          <C>           <C>           <C>           <C>
CLASS A SHARES
 Net assets                       $52,212,217  $21,284,579  $472,876,890  $460,798,983  $132,855,712  $198,327,793
 Shares outstanding                 2,378,072    3,606,366   472,876,890    15,715,679     5,591,255     9,565,411
 Net asset value and redemption
 price per share (net assets/
 shares outstanding)              $     21.96  $      5.90  $       1.00  $      29.32  $      23.76  $      20.73
                                  ===========  ===========  ============  ============  ============  ============
 Maximum offering price per share
 (100/95.25 of net asset value)   $     23.06  $      6.19  $       1.00  $      30.78  $      24.94  $      21.76
                                  ===========  ===========  ============  ============  ============  ============
 CLASS B SHARES
 Net assets                       $60,586,543  $36,005,377  $ 35,466,031  $419,144,616  $ 90,827,037  $143,993,353
 Shares outstanding                 2,860,900    6,120,639    35,466,031    14,598,181     3,857,582     6,967,789
 Net asset value, offering and
 redemption price per share
 (net assets/shares outstanding)
 (Note 3)                         $     21.18  $      5.88  $       1.00  $      28.71  $      23.55  $      20.67
                                  ===========  ===========  ============  ============  ============  ============
 CLASS C SHARES
 Net assets                       $ 3,643,986  $ 8,178,145  $  6,130,710  $ 92,513,321  $ 26,406,036  $ 34,336,083
 Shares outstanding                   167,873    1,385,796     6,130,710     3,176,671     1,106,767     1,649,876

 Net asset value, offering and
 redemption price per share
 (net assets/shares outstanding)
 (Note 3)                         $     21.71  $      5.90  $       1.00  $      29.12  $      23.86  $      20.81
                                  ===========  ===========  ============  ============  ============  ============
 CLASS Y SHARES
 Net assets                       $    73,486  $   352,359          --    $ 10,453,280  $ 30,535,594  $ 37,054,441
 Shares outstanding                     3,346       59,519          --         355,552     1,281,043     1,776,354

 Net asset value, offering and
 redemption price per share (net
 assets/shares outstanding)       $     21.96  $      5.92          --    $      29.40  $      23.84  $      20.86
                                  ===========  ===========  ============  ============  ============  ============
</TABLE>
See Notes to Financial Statements.

                                       61
<PAGE>
DAVIS SERIES, INC.
STATEMENT OF OPERATIONS
Year ended December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                             DAVIS
                                    DAVIS       DAVIS      GOVERNMENT                  DAVIS
                                    GROWTH    GOVERNMENT     MONEY        DAVIS      CONVERTIBLE      DAVIS
                                 OPPORTUNITY     BOND        MARKET     FINANCIAL    SECURITIES    REAL ESTATE
                                     FUND        FUND         FUND         FUND         FUND          FUND
                                 -----------  ----------  -----------  -----------  ------------  ------------
<S>                              <C>          <C>         <C>          <C>          <C>           <C>
INVESTMENT INCOME (LOSS):
Income:
Dividends (net of foreign
taxes withheld of $6,209,
$64,855 and $9,000 for Davis
Growth Opportunity Fund, Davis
Financial Fund and Davis Real
Estate Fund respectively)        $   646,990  $       --  $        --  $ 9,897,992  $  7,054,444  $ 16,820,511
Interest                             507,220   2,723,085   27,031,112    1,434,411     4,631,166     1,607,988
                                 -----------  ----------  -----------  -----------  ------------  ------------
Total income                       1,154,210   2,723,085   27,031,112   11,332,403    11,685,610    18,428,499
                                 -----------  ----------  -----------  -----------  ------------  ------------
Expenses:
  Management fees (Note 2)           924,119     216,248    2,351,638    5,195,747     1,960,290     2,845,709
  Custodian fees                      49,747      48,690       84,051      149,351        74,017        76,525
  Transfer agent fees
  Class A                             95,815      47,658      178,917      567,481       131,770       279,402
  Class B                            133,453      46,249       75,819      651,968       143,006       304,476
  Class C                             14,007       6,597       16,515      113,397        36,330        52,199
  Class Y                                502          99         --          8,105         2,894         3,377
  Audit fees                           4,855       9,943       17,411       23,730         9,465        12,562
  Legal fees                           7,376       1,821       38,919       58,880        19,982        21,742
  Accounting fees (Note 2)             6,504       2,496       37,500       14,496         7,500         9,504
  Reports to s hareholders            37,624      49,846       94,447      194,388        61,930        91,847
  Directors' fees and expenses         4,666       2,412       18,290       51,176        17,758        17,634
  Registration and filing fees        70,752      80,037      109,826      212,548       100,274       170,757
  Miscellaneous                        9,119       1,719        5,037        2,080         7,407         9,904

Distribution plan payments
(Note 3)
  Class A                            141,000      49,428           --      789,325       275,435       484,050
  Class B                            620,687     197,911           --    3,305,680       769,236     1,477,840
  Class C                             38,471      29,187           --      636,742       209,203       246,679
                                 -----------  ----------  -----------  -----------  ------------  ------------
Total expenses                     2,158,697     790,341    3,028,370   11,975,094     3,826,497     6,104,207
Expenses paid indirectly
(Note 6)                              (1,889)     (2,427)        (441)     (10,684)      (26,826)       (6,896)
                                 -----------  ----------  -----------  -----------  ------------  ------------
Net expenses                       2,156,808     787,914    3,027,929   11,964,410     3,799,671     6,097,311
                                 -----------  ----------  -----------  -----------  ------------  ------------
Net investment income (loss)      (1,002,598)  1,935,171   24,003,183     (632,007)    7,885,939    12,331,188
                                 -----------  ----------  -----------  -----------  ------------  ------------

REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss) from
  investment transactions          6,203,448      52,416         --     (1,754,284)    3,179,282    (5,680,753)
  Net change in unrealized
  appreciation /(depreciation)
  of investments                  (4,643,587)     97,364         --     94,092,422   (18,721,504)  (78,469,955)
                                 -----------  ----------  -----------  -----------  ------------  ------------
  Net realized and unrealized
  gain (loss) on investments       1,559,861     149,780         --     92,338,138   (15,542,222)  (84,150,708)
                                 -----------  ----------  -----------  -----------  ------------  ------------
  Net increase (decrease) in
  net assets resulting from
  operations                     $   557,263  $2,084,951  $24,003,183  $91,706,131  $ (7,656,283) $(71,819,520)
                                 ===========  ==========  ===========  ===========  ============  ============
</TABLE>

See Notes to Financial Statements.

                                       62
<PAGE>
DAVIS SERIES, INC.
STATEMENT OF CHANGES IN NET ASSETS
Year ended December 31, 1998
================================================================================
<TABLE>
<CAPTION>
                                                            DAVIS
                                  DAVIS         DAVIS     GOVERNMENT                    DAVIS
                                  GROWTH     GOVERNMENT     MONEY          DAVIS      CONVERTIBLE     DAVIS
                               OPPORTUNITY      BOND        MARKET       FINANCIAL    SECURITIES   REAL ESTATE
                                   FUND         FUND         FUND          FUND          FUND          FUND
                              ------------  -----------  ------------  ------------  ------------  ------------
<S>                           <C>           <C>          <C>           <C>           <C>           <C>
OPERATIONS:
Net investment income (loss)  $ (1,002,598) $ 1,935,171  $ 24,003,183  $   (632,007) $  7,885,939  $ 12,331,188
Net realized gain (loss) from
 investment transactions         6,203,448       52,416          --      (1,754,284)    3,179,282    (5,680,753)
Net change in unrealized
 appreciation/(depreciation)
 of investments                 (4,643,587)      97,364          --      94,092,422   (18,721,504)  (78,469,955)
                              ------------  -----------  ------------  ------------  ------------  ------------
Net increase (decrease) in
 net assets resulting from
 operations                        557,263    2,084,951    24,003,183    91,706,131    (7,656,283)  (71,819,520)

DIVIDENDS AND DISTRIBUTIONS
TO SHAREHOLDERS FROM:
Net investment income
Class A                               --     (1,011,026)  (22,555,142)         --      (4,305,724)   (6,590,346)
Class B                               --       (824,586)   (1,203,998)         --      (1,892,880)   (3,781,620)
Class C                               --       (117,098)     (244,043)         --        (530,204)     (700,728)
Class Y                               --         (3,500)         --            --      (1,157,131)   (1,258,494)

Realized gains from
investment transactions
Class A                         (2,392,175)        --            --            --      (1,495,013)         --
Class B                         (2,818,423)        --            --            --      (1,025,386)         --
Class C                           (167,105)        --            --            --        (293,996)         --
Class Y                             (3,289)        --            --            --        (339,290)         --

Return of capital
Class A                               --       (128,856)         --            --         (32,807)     (290,164)
Class B                               --       (105,094)         --            --         (14,423)     (166,501)
Class C                               --        (14,924)         --            --          (4,040)      (30,852)
Class Y                               --           (446)         --            --          (8,818)      (55,416)

CAPITAL SHARE
TRANSACTIONS (NOTE 5)            8,892,042   35,434,492    49,528,343   382,567,706   130,898,104   201,164,809
                              ------------  -----------  ------------  ------------  ------------  ------------
Total increase in net assets     4,068,313   35,313,913    49,528,343   474,273,837   112,142,109   116,471,168

NET ASSETS:
Beginning of period            112,447,919   30,506,547   464,945,288   508,636,363   168,482,270   297,240,502
                              ------------  -----------  ------------  ------------  ------------  ------------
End of period                 $116,516,232  $65,820,460  $514,473,631  $982,910,200  $280,624,379  $413,711,670
                              ============  ===========  ============  ============  ============  ============
</TABLE>
See Notes to Financial Statements

                                       63
<PAGE>
DAVIS SERIES, INC.
STATEMENT OF CHANGES IN NET ASSETS
Year ended December 31, 1997
================================================================================
<TABLE>
<CAPTION>
                                                           DAVIS
                                 DAVIS        DAVIS      GOVERNMENT                    DAVIS
                                 GROWTH     GOVERNMENT     MONEY          DAVIS      CONVERTIBLE       DAVIS
                              OPPORTUNITY      BOND        MARKET       FINANCIAL     SECURITIES    REAL ESTATE
                                  FUND         FUND         FUND          FUND          FUND           FUND
                             ------------  -----------  ------------  ------------  -------------  -------------
<S>                          <C>           <C>          <C>           <C>           <C>            <C>
OPERATIONS:
Net investment income (loss) $   (915,106) $ 1,592,350  $ 21,417,709  $  1,336,732  $   3,119,520  $   5,100,685
Net realized gain from
 investment transactions        8,241,867      180,777            --     5,559,641      7,446,372      3,100,154
Net change in  unrealized
 appreciation/(depreciation)
 of investments                 7,600,470      311,113            --    83,019,001     14,659,595     30,924,654
                             ------------  -----------  ------------  ------------  -------------  -------------
Net increase in net assets
 resulting from operations     14,927,231    2,084,240    21,417,709    89,915,374     25,225,487     39,125,493

DIVIDENDS AND
DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income
Class A                                --     (969,050)  (20,842,052)   (1,374,310)    (1,828,000)    (2,918,713)
Class B                                --     (599,532)     (446,164)           --       (253,756)    (1,401,288)
Class C                                --       (2,730)     (129,493)           --        (23,648)       (33,966)
Class Y                                --           --            --       (26,284)    (1,014,116)      (746,718)

Realized gains from
 investment transactions
Class A                        (3,341,914)          --            --    (3,166,084)    (3,941,934)    (1,557,491)
Class B                        (4,373,926)          --            --    (2,146,055)    (1,535,575)    (1,182,155)
Class C                          (178,569)          --            --      (207,025)      (266,342)       (78,804)
Class Y                            (6,618)          --            --       (40,477)    (1,602,998)      (281,704)

Return of capital
Class A                                --           --            --       (77,287)   (250,992)--       (440,989)
Class B                                --           --            --       (52,388)       (75,195)      (334,717)
Class C                                --           --            --        (5,054)       (12,165)       (22,312)
Class Y                                --           --            --          (988)      (117,117)       (79,763)

CAPITAL SHARE
TRANSACTIONS (NOTE 5)          38,920,753   (1,093,835)   53,528,994   310,024,211     76,256,542    205,602,552
                             ------------  -----------  ------------  ------------  -------------  -------------
Total increase (decrease)
in net assets                  45,946,957     (580,907)   53,528,994   392,843,633     90,560,191    235,649,425

NET ASSETS:
Beginning of period            66,500,962   31,087,454   411,416,294   115,792,730     77,922,079     61,591,077
                             ------------  -----------  ------------  ------------  -------------  -------------
End of period                $112,447,919  $30,506,547  $464,945,288  $508,636,363  $ 168,482,270  $ 297,240,502
                             ============  ===========  ============  ============  =============  =============
NET ASSETS CONSIST OF:
Undistributed net
 investment income           $         --  $    21,039  $         --  $         --  $          --  $          --

Paid-in capital                71,920,370   31,907,119   464,945,288   382,664,655    136,254,048    251,145,113
Accumulated net realized
 gain (loss)                      340,840   (1,901,884)           --            --             --             --
Unrealized appreciation
 on investments                40,186,709      480,273            --   125,971,708     32,228,222     46,095,389
                             ------------  -----------  ------------  ------------  -------------  -------------
                             $112,447,919  $30,506,547  $464,945,288  $508,636,363  $ 168,482,270  $ 297,240,502
                             ============  ===========  ============  ============  =============  =============
</TABLE>
See Notes to Financial Statements.

                                       64
<PAGE>
DAVIS SERIES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
================================================================================
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DAVIS SERIES,  INC. (the Company) is registered under the Investment Company Act
of 1940 as amended, as a diversified,  open-end  management  investment company.
The Company operates as a series issuing shares of common stock in the following
six series (collectively "the Funds"):

DAVIS GROWTH  OPPORTUNITY  FUND seeks to achieve  growth of capital.  It invests
primarily in common stocks and other equity  securities,  and may invest in both
domestic and foreign issuers.

DAVIS  GOVERNMENT BOND FUND seeks to achieve current income.  It invests in debt
securities  which  are  obligations  of, or which are  guaranteed  by,  the U.S.
Government, its agencies or instrumentalities.

DAVIS  GOVERNMENT  MONEY MARKET FUND seeks to achieve as high a level of current
income as is  consistent  with the  principle  of  preservation  of capital  and
maintenance of liquidity.  It invests in debt securities issued or guaranteed by
the U.S. Government, its agencies or instrumentalities and repurchase agreements
involving such  securities.  There is no assurance that the Fund will be able to
maintain a stable net asset value of $1.00 per share.

DAVIS FINANCIAL FUND seeks to achieve growth of capital. It invests primarily in
common stocks and other equity securities,  and will concentrate  investments in
companies principally engaged in the banking and financial services industries.

DAVIS  CONVERTIBLE  SECURITIES  FUND seeks to achieve total  return.  It invests
primarily in convertible  securities,  which combine fixed income with potential
for capital  appreciation.  It may invest in lower rated bonds commonly known as
"junk  bonds,"  so long as no such  investment  would  cause  35% or more of the
Fund's net assets to be so invested.

DAVIS REAL ESTATE FUND seeks to achieve total return  through a  combination  of
growth and income. It invests  primarily in securities of companies  principally
engaged in or related to the real estate industry or which own significant  real
estate assets or which primarily invest in real estate financial instruments.

Because of the risk  inherent in any  investment  program,  the  Company  cannot
ensure that the investment objective of any of its series will be achieved.

The Company  accounts  separately for the assets,  liabilities and operations of
each series. Each series offers shares in four classes,  Class A, Class B, Class
C and Class Y (except for Davis  Government  Money Market  Fund,  which does not
offer  Class Y  shares).  The  Class A shares  are sold with a  front-end  sales
charge,  except for shares of Davis  Government Money Market Fund which are sold
at net asset value.  Class B and C shares are sold at net asset value and may be
subject to a contingent  deferred sales charge upon  redemption.  Class Y shares
are sold at net asset value and are not subject to any contingent deferred sales
charge.  Class Y shares  are only  available  to  certain  qualified  investors.
Income,  expenses (other than those  attributable to a specific class) and gains
and losses are  allocated  daily to each class of shares based upon the relative
proportion of net assets represented by each class.  Operating expenses directly
attributable  to a specific  class are charged  against the  operations  of that
class.  All classes have identical  rights with respect to voting  (exclusive of
each  Class'  distribution  arrangement),  liquidation  and  distributions.  The
following is a summary of significant  accounting policies followed by the Funds
in the preparation of their financial statements.

                                       65
<PAGE>
DAVIS SERIES, INC.
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
December 31, 1998
================================================================================
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

A. VALUATION OF SECURITIES - Portfolio  securities listed on national securities
exchanges are valued at the last  reported  sales price on the day of valuation.
Securities traded in the over the counter market and listed securities for which
no sale was  reported  on that date are stated at the average of closing bid and
asked prices.  Securities for which market  quotations are not readily available
are valued at fair value as  determined in good faith by the Board of Directors.
Short-term  obligations  are valued at amortized  cost which  approximates  fair
value.  The  valuation  procedures  are  reviewed and subject to approval by the
Board of Directors.

B.  CURRENCY  TRANSLATION  - The market  values of all  assets  and  liabilities
denominated in foreign currencies are recorded in the financial statements after
translation  to the U.S.  dollar based upon the mean between the bid and offered
quotations of the currencies against U.S. dollars on the date of valuation.  The
cost basis of such assets and  liabilities is determined  based upon  historical
exchange rates.  Income and expenses are translated at average exchange rates in
effect as accrued or incurred.

C. FORWARD  CURRENCY  CONTRACTS - The Funds may enter into forward  purchases or
sales of foreign currencies to hedge certain foreign currency denominated assets
and liabilities  against  declines in market value relative to the U.S.  dollar.
Forward currency contracts are  marked-to-market  daily and the change in market
value is recorded by the Funds as an unrealized  gain or loss.  When the forward
currency  contract is closed,  the Funds record a realized gain or loss equal to
the difference between the value of the forward currency contract at the time it
was opened and value at the time it was closed.  Investments in forward currency
contracts may expose the Funds to risks resulting from  unanticipated  movements
in  foreign  currency  exchange  rates or failure  of the  counter-party  to the
agreement to perform in accordance with the terms of the contract.

Reported  net  realized  foreign  exchange  gains or losses arise from sales and
maturities of short-term securities, sales of foreign currencies, currency gains
or  losses  realized  between  the  trade  and  settlement  dates on  securities
transactions,  the  difference  between the amounts of  dividends,  interest and
foreign  withholding  taxes  recorded on the Fund's books,  and the U.S.  dollar
equivalent of the amounts  actually  received or paid.  Net  unrealized  foreign
exchange  gains and  losses  arise  from  changes  in the  value of  assets  and
liabilities  other than investments in securities at fiscal year end,  resulting
from changes in the exchange rate.

D.  FEDERAL  INCOME  TAXES  - It  is  the  Funds'  policy  to  comply  with  the
requirements  of the Internal  Revenue Code  applicable to regulated  investment
companies  and to  distribute  substantially  all of  their  taxable  income  to
shareholders.  Therefore,  no  provision  for  federal  income or excise  tax is
required.  At December 31, 1998,  Davis  Government Bond Fund had  approximately
$790,900 of capital loss carryovers available to offset future capital gains, if
any, of which $84,300,  $376,100,  $298,600,  and $32,000 expire in 1999,  2001,
2002 and 2003,  respectively.  At December 31, 1998,  Davis  Financial  Fund had
approximately  $1,754,284 of capital loss carryovers  available to offset future
capital gains,  if any,  which will expire in 2006. At December 31, 1998,  Davis
Real  Estate  Fund had  approximately  $5,680,753  of  capital  loss  carryovers
available to offset future capital gains, if any, which will expire in 2006.

E. USE OF ESTIMATES IN FINANCIAL  STATEMENTS - In preparing financial statements
in conformity with generally accepted  accounting  principles,  management makes
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, as well as the reported amounts of income and expenses
during the reporting period. Actual results may differ from these estimates.

                                       66
<PAGE>
DAVIS SERIES, INC.
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
December 31, 1998
================================================================================
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

F.  SECURITIES   TRANSACTIONS  AND  RELATED   INVESTMENT   INCOME  -  Securities
transactions  are accounted for on the trade date (date the order to buy or sell
is  executed)  with  realized  gain  or loss on the  sale  of  securities  being
determined  based upon  identified  cost.  Interest  income is  recorded  on the
accrual basis and dividend income is recorded on the ex-dividend date. Discounts
and premiums on debt  securities  are amortized over the lives of the respective
securities in accordance with the requirements of the Internal Revenue Code.

G. DIVIDENDS AND  DISTRIBUTIONS TO SHAREHOLDERS - Dividends and distributions to
shareholders  are  recorded  on  the  ex-dividend  date.  The  character  of the
distributions  made during the year from net  investment  income may differ from
its ultimate  characterization for federal income tax purposes. Also, due to the
timing of  distributions,  the fiscal year in which amounts are  distributed may
differ from the fiscal year in which  income or gain was  recorded by the Funds.
The Funds adjust the  classification of distributions to shareholders to reflect
the differences between financial statement amounts and distributions determined
in accordance with income tax  regulations.  Accordingly,  during the year ended
December  31,  1998,  for  Davis  Growth  Opportunity  Fund,  amounts  have been
reclassified  to  reflect a  decrease  in  accumulated  net  investment  loss of
$1,002,598,  a decrease in accumulated  net realized gain of $1,163,296,  and an
increase in additional  paid-in capital of $160,698;  for Davis  Government Bond
Fund,  amounts have been  reclassified  to reflect a decrease in accumulated net
realized loss of $1,058,541 and a corresponding  decrease in additional  paid-in
capital; and for Davis Financial Fund, amounts have been reclassified to reflect
an  increase  in  undistributed   net  investment   income  of  $632,007  and  a
corresponding decrease in additional paid-in capital.

NOTE 2 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATE

    Advisory fees are paid monthly to Davis Selected Advisers,  L.P., the Funds'
investment  adviser  (the  "Adviser").  The fee for the Davis  Government  Money
Market Fund is 0.50% of the first $250  million of average net assets,  0.45% of
the next $250  million of average  net assets and 0.40% of average net assets in
excess  of $500  million.  The fee for the Davis  Government  Bond Fund is 0.50%
average net assets. The fee for each of the Davis Growth Opportunity Fund, Davis
Financial Fund, Davis Convertible  Securities Fund and Davis Real Estate Fund is
0.75% of the average net assets for the first $250 million, 0.65% of the average
net  assets on the next $250  million,  and 0.55% of the  average  net assets in
excess of $500 million.

    The Adviser is paid for registering  fund shares for sale in various states.
The fee for the year ended  December 31, 1998 for the Davis  Growth  Opportunity
Fund,  Davis  Government Bond Fund,  Davis  Government  Money Market Fund, Davis
Financial Fund,  Davis  Convertible  Securities Fund and Davis Real Estate Fund,
amounted to $9,996 for each fund.  Boston  Financial Data Services is the Funds'
primary  transfer  agent.  The Adviser is also paid for certain  transfer  agent
services.  The fee for these  services for the year ended  December 31, 1998 for
the Davis Growth  Opportunity Fund, Davis Government Bond Fund, Davis Government
Money Market Fund, Davis Financial Fund, Davis  Convertible  Securities Fund and
Davis Real Estate Fund amounted to $33,840, $8,135, $20,809,  $170,050,  $32,827
and $75,161,  respectively.  State Street Bank & Trust  Company  ("State  Street
Bank") is the Funds'  primary  accounting  provider.  Fees for such services are
included  in the  custodian  fee as State  Street Bank also serves as the Funds'
custodian. The Adviser is also paid for certain accounting services. The fee for
the year ended December 31, 1998 for the Davis Growth  Opportunity  Fund,  Davis
Government Bond Fund,  Davis Government Money Market Fund, Davis Financial Fund,
Davis Convertible Securities Fund and Davis Real Estate Fund amounted to $6,504,
$2,496, $37,500, $14,496, $7,500 and $9,504, respectively. Certain directors and
officers of the Funds are also directors and officers of the general  partner of
the Adviser.

                                       67
<PAGE>
DAVIS SERIES, INC.
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
December 31, 1998
================================================================================
NOTE 2 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATE -
         (CONTINUED)

    Davis Selected Advisers-NY,  Inc. ("DSA-NY"),  a wholly-owned  subsidiary of
the Adviser,  acts as sub-adviser  to the Funds.  DSA-NY  performs  research and
portfolio management services for the Funds under a Sub-Advisory  Agreement with
the Adviser. The Funds pay no fees directly to DSA-NY.

    Each fund has adopted  procedures to treat Shelby Cullom Davis & Co. ("SCD")
as an  affiliate of the Adviser.  During the year ended  December 31, 1998,  SCD
received $53,340,  $4,032,  $14,382 in commissions on the purchases and sales of
portfolio securities in Davis Financial Fund, Davis Convertible  Securities Fund
and Davis Real Estate Fund, respectively.

NOTE 3 - DISTRIBUTION AND UNDERWRITING FEES

CLASS A SHARES OF DAVIS GROWTH  OPPORTUNITY  FUND,  DAVIS  GOVERNMENT BOND FUND,
DAVIS FINANCIAL FUND,  DAVIS  CONVERTIBLE  SECURITIES FUND AND DAVIS REAL ESTATE
FUND

    Class A shares of the Funds are sold at net asset value plus a sales  charge
and are  redeemed  at net asset  value  (without  a  contingent  deferred  sales
charge).

    During the year ended December 31, 1998, Davis Distributors, LLC, the Funds'
Underwriter (the  "Underwriter" or "Distributor")  received  $369,205,  $85,407,
$5,418,760,  $1,238,727 and $1,888,528 from commissions earned on sales of Class
A shares of Davis Growth  Opportunity  Fund,  Davis  Government Bond Fund, Davis
Financial Fund,  Davis  Convertible  Securities Fund and Davis Real Estate Fund,
respectively,  of which $55,924,  $11,372,  $850,301,  $189,347 and $294,893 was
retained by the Underwriter  and the remaining  $313,281,  $74,035,  $4,568,459,
$1,049,380 and $1,593,635 was re-allowed to investment dealers.  The Underwriter
paid the costs of  prospectuses  in excess of those required to be filed as part
of the  Funds'  registration  statement,  sales  literature  and other  expenses
assumed or incurred by it in connection with such sales.

    The  Underwriter  is reimbursed for amounts paid to dealers as a service fee
with respect to Class A shares sold by dealers which remain  outstanding  during
the  period.  The  service  fee is paid at the  annual  rate of 1/4 of 1% of the
average net assets maintained by the responsible dealers. The Underwriter is not
reimbursed for accounts in which the  Underwriter  pays no service fees to other
firms.  The service  fee for Class A shares of Davis  Growth  Opportunity  Fund,
Davis Government Bond Fund, Davis Financial Fund, Davis  Convertible  Securities
Fund and Davis  Real  Estate  Fund for the year ended  December  31,  1998,  was
$141,000, $49,428, $789,325, $275,435 and $484,050, respectively.

CLASS B SHARES OF DAVIS GROWTH  OPPORTUNITY  FUND,  DAVIS  GOVERNMENT BOND FUND,
DAVIS FINANCIAL FUND,  DAVIS  CONVERTIBLE  SECURITIES FUND AND DAVIS REAL ESTATE
FUND

    Class B shares of the Funds are sold at net asset value and are  redeemed at
net asset  value.  A contingent  deferred  sales charge my be assessed on shares
redeemed within six years of purchase.

     Each of the Class B shares of the Funds (other than Davis  Government Money
Market Fund) pay a distribution  fee to reimburse the Distributor for commission
advances on the sale of each Fund's Class B shares. The National  Association of
Securities Dealers Inc. (the "NASD"), limits the percentage of each fund's

                                       68
<PAGE>
DAVIS SERIES, INC.
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
December 31, 1998
================================================================================
NOTE 3 - DISTRIBUTION AND UNDERWRITING FEES - (CONTINUED)

average  annual net assets  attributable  to Class B shares which may be used to
reimburse  the  Distributor.  The limit is 1%, of which 0.75% may be used to pay
distribution expenses and 0.25% may be used to pay shareholder service fees. The
NASD rules also limit the aggregate amount the Funds may pay for distribution to
6.25% of gross  Funds  sales  since  inception  of the  Distribution  Plans plus
interest at 1% over the prime rate on unpaid amounts. The Distributor intends to
seek full payment (plus interest at prime plus 1%) of distribution  charges that
exceed the 1% annual limit in some future period or periods when the plan limits
have not been reached.

    During the year ended December 31, 1998,  Class B shares of the Davis Growth
Opportunity  Fund,  Davis  Government Bond Fund,  Davis  Financial  Fund,  Davis
Convertible  Securities Fund and Davis Real Estate Fund made  distribution  plan
payments which included  distribution  fees of $471,372,  $149,536,  $2,482,100,
$576,954 and  $1,109,708,  respectively  and service fees of $149,315,  $48,375,
$823,580, $192,282 and $368,132, respectively.

    Commission  advances by the  Distributor  during the year ended December 31,
1998 on the sale of Class B shares of the Davis Growth  Opportunity  Fund, Davis
Government Bond Fund,  Davis Financial Fund, Davis  Convertible  Securities Fund
and  Davis  Real  Estate  Fund  amounted  to  $552,260,  $247,303,   $8,791,353,
$2,825,766 and $4,023,392 of which $537,150,  $227,596,  $8,712,371,  $2,814,182
and $3,929,605 was reallowed to qualified selling dealers.

    The  Distributor  intends to seek  payment  from Class B shares of the Davis
Growth Opportunity Fund, Davis Government Bond Fund, Davis Financial Fund, Davis
Convertible  Securities  Fund and  Davis  Real  Estate  Fund in the  amounts  of
$632,976,  $464,906,  $12,556,756,  $3,697,492  and  $6,624,863,   respectively,
representing the cumulative  commission  advances by the Distributor on the sale
of the Funds' Class B shares, plus interest,  reduced by cumulative distribution
fees paid by the Funds and cumulative  contingent deferred sales charges paid by
redeeming shareholders. The Funds have no contractual obligation to pay any such
distribution  charges and the  amounts,  if any,  timing and  condition  of such
payments  are  solely  within  the  discretion  of the  Directors  who  are  not
interested persons of the Funds or the Distributor.

    A contingent  deferred  sales charge is imposed upon  redemption  of certain
Class B shares  of the Funds  within  six years of the  original  purchase.  The
charge is a declining percentage starting at 4% of the lesser of net asset value
of the shares  redeemed or the total cost of such shares.  During the year ended
December 31, 1998 the  Distributor  received  contingent  deferred sales charges
from Class B shares of the Davis Growth  Opportunity Fund, Davis Government Bond
Fund,  Davis Financial Fund,  Davis  Convertible  Securities Fund and Davis Real
Estate Fund of $100,568, $90,905, $927,899, $180,059 and $452,740, respectively.

CLASS C SHARES OF DAVIS GROWTH  OPPORTUNITY  FUND,  DAVIS  GOVERNMENT BOND FUND,
DAVIS FINANCIAL FUND,  DAVIS  CONVERTIBLE  SECURITIES FUND AND DAVIS REAL ESTATE
FUND

    Class C shares of the Funds are sold at net asset value and are  redeemed at
net asset value less a contingent deferred sales charge of 1% if redeemed within
one year of purchase.  The Funds pay the  Distributor  1% of the Funds'  average
annual net assets  attributable to Class C shares, of which 0.75% may be used to
pay distribution expenses and 0.25% may be used to pay shareholder service fees.

                                       69
<PAGE>
DAVIS SERIES, INC.
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
December 31, 1998
================================================================================
NOTE 3 - DISTRIBUTION AND UNDERWRITING FEES - (CONTINUED)

    During the year ended December 31, 1998,  Class C shares of the Davis Growth
Opportunity  Fund,  Davis  Government Bond Fund,  Davis  Financial  Fund,  Davis
Convertible  Fund and Davis  Real  Estate  Fund made  distribution  payments  of
$38,471, $29,187, $636,742, $209,203 and $246,679, respectively. During the year
ended December 31, 1998,  the  Distributor  received  $2,515,  $1,055,  $32,692,
$8,683 and $14,686 in contingent  deferred  sales charges from Class C shares of
Davis Growth Opportunity Fund, Davis Government Bond Fund, Davis Financial Fund,
Davis Convertible Securities and Davis Real Estate Fund, respectively.

DAVIS GOVERNMENT MONEY MARKET FUND

   All classes of shares of the Davis  Government  Money Market Fund are sold to
investors at net asset value.  The  shareholders of the Davis  Government  Money
Market Fund have adopted a  Distribution  expense plan in  accordance  with Rule
12b-1,  which  does not  provide  for any  amounts  to be paid  directly  to the
Distributor as either  compensation or reimbursement for distributing  shares of
the Fund,  but does authorize the use of the advisory fee to the extent such fee
may be considered  to be  indirectly  financing any activity or expense which is
primarily intended to result in the sale of Fund shares.

NOTE 4 - PURCHASES AND SALES OF SECURITIES

    Purchases  and  sales  of  investment   securities   (excluding   short-term
securities)  during  the year  ended  December  31,  1998 for the  Davis  Growth
Opportunity  Fund,  Davis  Government Bond Fund,  Davis  Financial  Fund,  Davis
Convertible Securities Fund and Real Estate Fund were as follows:
<TABLE>
<CAPTION>
                       DAVIS         DAVIS                       DAVIS
                      GROWTH      GOVERNMENT       DAVIS      CONVERTIBLE      DAVIS
                    OPPORTUNITY      BOND        FINANCIAL    SECURITIES    REAL ESTATE
                       FUND          FUND           FUND         FUND          FUND
                    -----------  -----------   ------------  ------------  ------------
<S>                 <C>          <C>           <C>           <C>           <C>
Cost of purchases   $29,497,948  $45,402,160   $514,128,610  $175,623,490  $305,427,640
Proceeds of sales   $20,327,477  $ 7,238,440   $ 88,130,874  $ 32,014,628  $ 70,618,209
</TABLE>

NOTE 5 - CAPITAL STOCK

    At December  31, 1998 there were 10 billion  shares of capital  stock ($0.01
par value per share)  authorized of which 550 million shares each are designated
to the  Davis  Growth  Opportunity  Fund,  Davis  Government  Bond  Fund,  Davis
Financial Fund,  Davis  Convertible  Securities Fund and Davis Real Estate Fund.
5.1  million  shares are  designated  to Davis  Government  Money  Market  Fund.
Transactions in capital stock were as follows:

                                       70
<PAGE>
DAVIS SERIES, INC.
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
December 31, 1998
================================================================================
NOTE 5 - CAPITAL STOCK - (CONTINUED)
<TABLE>
<CAPTION>
CLASS A                                                 YEAR ENDED DECEMBER 31, 1998
                            --------------------------------------------------------------------------------------
                                                            DAVIS
                                DAVIS        DAVIS        GOVERNMENT                       DAVIS
                                GROWTH     GOVERNMENT       MONEY          DAVIS        CONVERTIBLE       DAVIS
                             OPPORTUNITY      BOND          MARKET        FINANCIAL      SECURITIES    REAL ESTATE
                                 FUND         FUND           FUND           FUND           FUND            FUND
                            ------------  -------------  -------------  -------------  -------------  -------------
<S>                         <C>           <C>            <C>            <C>            <C>            <C>
Shares sold                    1,518,470      3,160,162    539,737,311     12,668,316      3,736,408      8,062,035
Shares issued in
 reinvestment of
 distributions                   107,320        141,050     22,137,587            138        211,983        275,560
                            ------------  -------------  -------------  -------------  -------------  -------------
                               1,625,790      3,301,212    561,874,898     12,668,454      3,948,391      8,337,595
Shares redeemed               (1,398,742)    (2,689,218)  (541,302,595)    (8,327,667)    (1,924,393)    (4,577,513)
                            ------------  -------------  -------------  -------------  -------------  -------------
Net increase                     227,048        611,994     20,572,303      4,340,787      2,023,998      3,760,082
                            ============  =============  =============  =============  =============  =============
                            $ 35,361,613  $  18,668,243  $ 539,737,311  $ 343,611,116  $  93,013,319  $ 188,681,546
Proceeds from shares sold
Proceeds from shares issued
 in reinvestment of
 distributions                 2,307,465        828,828     22,137,587          3,438      5,077,907      6,083,772
                            ------------  -------------  -------------  -------------  -------------  -------------
                              37,669,078     19,497,071    561,874,898    343,614,554     98,091,226    194,765,318

Cost of shares redeemed      (31,907,274)   (15,792,905)  (541,302,596)  (224,087,698)   (46,225,588)  (102,923,479)
                            ------------  -------------  -------------  -------------  -------------  -------------
Net increase                $  5,761,804  $   3,704,166  $  20,572,302  $ 119,526,856  $  51,865,638  $  91,841,839
                            ============  =============  =============  =============  =============  =============


CLASS A                                                 YEAR ENDED DECEMBER 31, 1997
                            ---------------------------------------------------------------------------------------
                                                              DAVIS
                                DAVIS        DAVIS         GOVERNMENT                       DAVIS
                                GROWTH     GOVERNMENT        MONEY          DAVIS        CONVERTIBLE       DAVIS
                             OPPORTUNITY      BOND           MARKET       FINANCIAL       SECURITIES    REAL ESTATE
                                 FUND         FUND            FUND           FUND            FUND           FUND
                            ------------   ------------  -------------   -------------   ------------   ------------
Shares sold                    1,100,536        558,992    330,851,219      7,335,160      1,550,872      5,548,659
Shares issued in
 reinvestment of
 distributions                   140,718        119,025      8,451,998        171,367        208,426        200,588
                            ------------  -------------  -------------  -------------  -------------  -------------
                               1,241,254        678,017    339,303,217      7,506,527      1,759,298      5,749,247

Shares redeemed                 (525,239)      (828,996)  (293,545,839)    (2,088,965)      (210,921)    (1,474,216)
                            ------------  -------------  -------------  -------------  -------------  -------------
 Net increase (decrease)         716,015       (150,979)    45,757,378      5,417,562      1,548,377      4,275,031
                            ============  =============  =============  =============  =============  =============
                            $ 26,573,315  $   3,237,351  $ 330,851,219  $ 171,133,319  $  38,576,000  $ 130,359,222
Proceeds from shares sold
Proceeds from shares issued
 in reinvestment of
 distributions                 3,149,356        683,818      8,451,998      4,379,988      5,173,270      4,870,372
                            ------------  -------------  -------------  -------------  -------------  -------------
                              29,722,671      3,921,169    339,303,217    175,513,307     43,749,270    135,229,594

Cost of shares redeemed      (11,675,708)    (4,767,135)  (293,545,839)   (50,496,593)    (5,002,912)   (36,105,903)
                            ------------  -------------  -------------  -------------  -------------  -------------
 Net increase (decrease)    $ 18,046,963  $    (845,966) $  45,757,378  $ 125,016,714  $  38,746,358  $  99,123,691
                            ============  =============  =============  =============  =============  =============
</TABLE>
                                       71
<PAGE>
DAVIS SERIES, INC.
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
December 31, 1998
================================================================================
NOTE 5 - CAPITAL STOCK - (CONTINUED)
<TABLE>
<CAPTION>
CLASS B                                                 YEAR ENDED DECEMBER 31, 1998
                            ----------------------------------------------------------------------------------
                                                            DAVIS
                                DAVIS        DAVIS       GOVERNMENT                    DAVIS
                                GROWTH     GOVERNMENT      MONEY         DAVIS       CONVERTIBLE      DAVIS
                             OPPORTUNITY      BOND         MARKET      FINANCIAL     SECURITIES    REAL ESTATE
                                 FUND         FUND          FUND         FUND           FUND          FUND
                            ------------  ------------  ------------  ------------  ------------  ------------
<S>                         <C>           <C>           <C>           <C>           <C>           <C>
Shares sold                      868,064     7,172,861    95,164,634     9,271,722     2,999,720     4,400,784
Shares issued in
 reinvestment of                 130,667        93,650     1,056,722           177        95,158       125,670
 distributions              ------------  ------------  ------------  ------------  ------------  ------------
                                 998,731     7,266,511    96,221,356     9,271,899     3,094,878     4,526,454
                                (943,806)   (3,313,729)  (71,677,377)   (2,293,408)     (657,019)   (2,072,314)
Shares redeemed             ------------  ------------  ------------  ------------  ------------  ------------
                                  54,925     3,952,782    24,543,979     6,978,491     2,437,859     2,454,140
Net increase                ============  ============  ============  ============  ============  ============
                            $ 19,480,204  $ 42,278,281  $ 95,164,634  $249,847,256  $ 73,963,154  $104,063,066

Proceeds from shares sold
Proceeds from shares issued
 in reinvestment of
 distributions                 2,708,838       549,153     1,056,722         4,293     2,243,009     2,757,015
                            ------------  ------------  ------------  ------------  ------------  ------------
                              22,189,042    42,827,434    96,221,356   249,851,549    76,206,163   106,820,081

Cost of shares redeemed      (20,375,069)  (19,462,470)  (71,677,377)  (59,273,762)  (15,501,180)  (45,308,919)
                            ------------  ------------  ------------  ------------  ------------  ------------
Net increase                $  1,813,973  $ 23,364,964  $ 24,543,979  $190,577,787  $ 60,704,983  $ 61,511,162
                            ============  ============  ============  ============  ============  ============

CLASS B                                                  YEAR ENDED DECEMBER 31, 1997
                            -----------------------------------------------------------------------------------
                                                            DAVIS
                                DAVIS        DAVIS       GOVERNMENT                    DAVIS
                                GROWTH     GOVERNMENT      MONEY          DAVIS      CONVERTIBLE       DAVIS
                             OPPORTUNITY      BOND         MARKET       FINANCIAL    SECURITIES    REAL ESTATE
                                 FUND         FUND          FUND           FUND         FUND           FUND
                            ------------ ------------   -----------    ------------ ------------   ------------
Shares sold                     920,970       705,850     35,233,515      7,370,436     1,293,882     4,127,099
Shares issued in
 reinvestment of
 distributions                  193,330        64,235        392,764         79,728        65,853        94,831
                           ------------  ------------  -------------  -------------  ------------  ------------
                              1,114,300       770,085     35,626,279      7,450,164     1,359,735     4,221,930
Shares redeemed                (425,487)     (855,464)   (28,858,833)      (289,044)      (38,593)     (223,575)
                           ------------  ------------  -------------  -------------  ------------  ------------
Net increase                    688,813       (85,379)     6,767,446      7,161,120     1,321,142     3,998,355
                           ============  ============  =============  =============  ============  ============
Proceeds from shares sold  $ 22,907,615  $  4,070,952  $  35,233,515  $ 167,332,980  $ 32,378,583  $ 96,109,813

Proceeds from shares issued
 in reinvestment of
 distributions                4,209,771       368,528        392,764      2,016,400     1,639,955     2,349,788
                           ------------  ------------  -------------  -------------  ------------  ------------
                             27,117,386     4,439,480     35,626,279    169,349,380    34,018,538    98,459,601
Cost of shares redeemed      (9,423,573)   (4,900,910)   (28,858,833)    (6,584,559)     (944,561)   (5,351,225)
                           ------------  ------------  -------------  -------------  ------------  ------------
Net increase               $ 17,693,813  $   (461,430) $   6,767,446  $ 162,764,821  $ 33,073,977  $ 93,108,376
                           ============  ============  =============  =============  ============  ============
</TABLE>
                                       72
<PAGE>
DAVIS SERIES, INC.
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
December 31, 1998
================================================================================
NOTE 5 - CAPITAL STOCK - (CONTINUED)
<TABLE>
<CAPTION>
CLASS C                                                 YEAR ENDED DECEMBER 31, 1998
                            ----------------------------------------------------------------------------------
                                                           DAVIS
                              DAVIS          DAVIS       GOVERNMENT                   DAVIS
                              GROWTH      GOVERNMENT       MONEY         DAVIS      CONVERTIBLE      DAVIS
                           OPPORTUNITY       BOND          MARKET      FINANCIAL     SECURITIES   REAL ESTATE
                               FUND          FUND           FUND          FUND         FUND           FUND
                           -----------    -----------   ------------  ------------  -----------   -----------
<S>                        <C>            <C>           <C>           <C>           <C>           <C>
Shares sold                    151,917      2,106,807     22,054,854     2,982,995    1,106,813     1,702,090
Shares issued in
 reinvestment of
 distributions                   7,636          9,341        203,415          --         25,053        23,551
                           -----------    -----------   ------------  ------------  -----------   -----------
                               159,553      2,116,148     22,258,269     2,982,995    1,131,866     1,725,641

Shares redeemed               (106,932)      (766,851)   (17,846,207)     (565,286)    (273,399)     (402,275)
                           -----------    -----------   ------------  ------------  -----------   -----------
Net increase                    52,621      1,349,297      4,412,062     2,417,709      858,467     1,323,366
                           ===========    ===========   ============  ============  ===========   ===========
Proceeds from shares sold
Proceeds from shares issued
 in reinvestment of
 distributions             $ 3,480,079    $12,473,788   $ 22,054,854  $ 81,536,806  $27,554,478   $39,481,196

Cost of shares redeemed        162,272         55,001        203,415          --        597,272       511,436
                           -----------    -----------   ------------  ------------  -----------   -----------
                             3,642,351     12,528,789     22,258,269    81,536,806   28,151,750    39,992,632

Net increase                (2,329,570)    (4,517,484)   (17,846,207)  (14,848,755)  (6,500,906)   (8,869,683)
                           -----------    -----------   ------------  ------------  -----------   -----------
                           $ 1,312,781    $ 8,011,305   $  4,412,062  $ 66,688,051  $21,650,844   $31,122,949
                           ===========    ===========   ============  ============  ===========   ===========

CLASS C                      AUGUST 15,    AUGUST 19,                   AUGUST 12,    AUGUST 12,    AUGUST 13,
                                1997         1997                         1997          1997           1997
                             (INCEPTION   (INCEPTION                   (INCEPTION    (INCEPTION     (INCEPTION
                              OF CLASS)    OF CLASS)                    OF CLASS)     OF CLASS)      OF CLASS)
                              THROUGH       THROUGH      YEAR ENDED     THROUGH       THROUGH        THROUGH
                              12/31/97     12/31/97       12/31/97      12/31/97      12/31/97       12/31/97
                                                            DAVIS
                                DAVIS        DAVIS       GOVERNMENT                     DAVIS
                                GROWTH     GOVERNMENT      MONEY          DAVIS       CONVERTIBLE      DAVIS
                             OPPORTUNITY      BOND         MARKET       FINANCIAL     SECURITIES    REAL ESTATE
                                 FUND         FUND          FUND          FUND           FUND          FUND
                            ------------   ------------  -----------   ------------   -----------  ------------
Shares sold                     117,836        81,512     11,684,526       761,161       244,199       335,470
Shares issued in
 reinvestment of
 distributions                    6,062           186        105,277         7,941        11,513         4,832
                             ----------      --------     ----------   -----------    ----------    ----------
                                123,898        81,698     11,789,803       769,102       255,712       340,302
Shares redeemed                 (8,646)      (45,199)   (10,785,633)      (10,141)       (7,411)      (13,792)
                             ----------      --------     ----------   -----------    ----------    ----------
Net increase                    115,252        36,499      1,004,170       758,961       248,301       326,510
                             ==========      ========     ==========   ===========    ==========    ==========
Proceeds from shares sold
Proceeds from shares issued
 in reinvestment of
 distributions               $3,139,205      $475,986    $11,684,526   $18,756,737    $6,408,741    $8,385,602


Cost of shares redeemed         135,237         1,087        105,277       203,285       290,990       123,175
                             ----------      --------     ----------   -----------    ----------    ----------
                              3,274,442       477,073     11,789,803    18,960,022     6,699,731     8,508,777

Net increase                   (207,854)     (263,512)   (10,785,633)     (250,089)     (197,278)     (344,542)
                             ----------      --------     ----------   -----------    ----------    ----------
                             $3,066,588      $213,561     $1,004,170   $18,709,933    $6,502,453    $8,164,235
                             ==========      ========     ==========   ===========    ==========    ==========
</TABLE>
                                       73
<PAGE>
DAVIS SERIES, INC.
December 31, 1998
================================================================================
NOTE 5 - CAPITAL STOCK - (CONTINUED)
<TABLE>
<CAPTION>
CLASS Y                      SEPTEMBER 1,  (INCEPTION
                                1998        OF CLASS)
                             YEAR ENDED     THROUGH
                             DECEMBER 31,  DECEMBER 31,          YEAR ENDED DECEMBER 31, 1998
                                1998          1998        ------------------------------------------
                                DAVIS        DAVIS                          DAVIS
                                GROWTH     GOVERNMENT        DAVIS        CONVERTIBLE        DAVIS
                             OPPORTUNITY      BOND         FINANCIAL      SECURITIES      REAL ESTATE
                                 FUND         FUND           FUND            FUND            FUND
                            ------------   ------------   ------------    -----------    ------------
<S>                         <C>           <C>             <C>             <C>             <C>
Shares sold                      4,004          64,225         384,619          83,627         754,373
Shares issued in
 reinvestment of
 distributions                     153             259            --            59,589          52,922
                             ---------    ------------    ------------    ------------    ------------
                                 4,157          64,484         384,619         143,216         807,295
Shares redeemed                 (4,997)         (4,965)       (177,312)       (304,192)        (93,138)
                             ---------    ------------    ------------    ------------    ------------
Net increase                      (840)         59,519         207,307        (160,976)        714,157
                             =========    ============    ============    ============    ============
Proceeds from shares sold    $ 101,885    $    381,919    $ 10,496,605    $  2,093,815    $ 17,553,545
Proceeds from shares issued
 in reinvestment of
 distributions                   3,290           1,533            --         1,437,986       1,168,974
                             ---------    ------------    ------------    ------------    ------------
                               105,175         383,452      10,496,605       3,531,801      18,722,519

Cost of shares redeemed       (101,691)        (29,395)     (4,721,593)     (6,855,162)     (2,033,660)
                             ---------    ------------    ------------    ------------    ------------
Net increase                 $   3,484    $    354,057    $  5,775,012    $ (3,323,361)   $ 16,688,859
                             =========    ============    ============    ============    ============
</TABLE>

<TABLE>
<CAPTION>
CLASS Y                     SEPTEMBER 18,     MARCH 10,
                               1997             1997
                            (INCEPTION       (INCEPTION
                             OF CLASS)        OF CLASS)
                              THROUGH          THROUGH
                             DECEMBER 31,     DECEMBER 31,
                               1997              1997       YEAR ENDED DECEMBER 31, 1997
                             ----------      ----------    -----------------------------
                                DAVIS                           DAVIS            DAVIS
                               GROWTH           DAVIS        CONVERTIBLE         REAL
                             OPPORTUNITY      FINANCIAL      SECURITIES         ESTATE
                                FUND            FUND            FUND             FUND
                             ----------      ----------      ---------        -----------
<S>                          <C>            <C>              <C>              <C>
Shares sold                      4,577          162,900           53,778          169,862
Shares issued in
 reinvestment of                   235            2,156          109,438           44,811
 distributions               ---------      -----------      -----------      -----------
                                 4,812          165,056          163,216          214,673
                                  (626)         (16,811)        (271,815)          (2,344)
Shares redeemed              ---------      -----------      -----------      -----------
                                 4,186          148,245         (108,599)         212,329
Net increase                 =========      ===========      ===========      ===========

Proceeds from shares sold    $ 123,437      $ 3,887,607      $ 1,260,826      $ 4,171,776
Proceeds from shares issued
 in reinvestment of
 distributions                   5,264           55,087        2,706,537        1,092,773
                             ---------      -----------      -----------      -----------
                               128,701        3,942,694        3,967,363        5,264,549

Cost of shares redeemed        (15,312)        (409,951)      (6,033,609)         (58,299)
                             ---------      -----------      -----------      -----------
Net increase                 $ 113,389      $ 3,532,743      $(2,066,246)     $ 5,206,250
                             =========      ===========      ===========      ===========
</TABLE>

                                       74
<PAGE>
DAVIS SERIES, INC.
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
December 31, 1998
================================================================================
NOTE 6 - CUSTODY FEES

    Under an  agreement  with the  custodian  bank,  custody fees are reduced by
credits for cash balances.  Such reductions  amounted to $1,889,  $2,427,  $441,
$10,684,  $26,826 and $6,896 for Davis Growth Opportunity Fund, Davis Government
Bond Fund,  Davis  Government  Money Market Fund,  Davis Financial  Fund,  Davis
Convertible Securities Fund and Davis Real Estate Fund, respectively, during the
year ended December 31, 1998.

NOTE 7 - RESTRICTED AND ILLIQUID SECURITIES

    Restricted  securities are not  registered  under the Securities Act of 1933
and may have contractual  restrictions on resale.  They are valued under methods
approved by the Board of Directors as reflecting fair value. The aggregate value
of restricted securities in Davis Real Estate Fund was $11,985,305,  or 2.90% of
the Fund's net assets as of December  31,  1998.  Securities  may be  considered
illiquid if they lack a readily available market or if valuation has not changed
for a certain  period of time.  The  aggregate  value of illiquid  securities in
Davis Convertible Securities Fund was $40,000, or 0.01% of the Fund's net assets
as  of  December  31,  1998.  Information  concerning  restricted  and  illiquid
securities is as follows:

                                                              Valuation per Unit
                                                                     as of
                                                                   December 31,
                                      Acquisition    Cost per         1998
Fund               Security               Date         Unit        Shares/Par
- ----           ------------------     -----------    --------      ----------
Davis
Real Estate    Centerpoint Properties
               Corp. Private            04/02/98      $33.375         $32.122

Davis
Real Estate    Vail Resorts             07/10/98      $29.828         $ 22.00

Davis
Convertible    Florida West Airlines,
Securities     Inc., 8.00%, 03/25/99    03/23/94      $100.00         $ 8.00

                                       75
<PAGE>
DAVIS SERIES, INC.
FINANCIAL HIGHLIGHTS
DAVIS GROWTH OPPORTUNITY FUND
================================================================================
    The following financial information  represents selected data for each share
of capital stock outstanding throughout each period:

CLASS A
                                                                    ONE MONTH
                                         YEAR ENDED                   ENDED
                                         DECEMBER 31,              DECEMBER 31,
                              -----------------------------------  ------------
                               1998      1997     1996       1995      1994
                               ----      ----     ----       ----      ----
Net Asset Value,
 Beginning of Period        $ 22.49   $ 18.93   $ 17.25    $ 12.83   $ 13.70
                            -------   -------   -------    -------   -------
INCOME(LOSS) FROM
INVESTMENT OPERATIONS
Net Investment Loss           (0.09)    (0.10)    (0.13)     (0.11)    (0.01)
Net Realized and Unrealized
 Gains (Losses)                0.59      5.34      3.37       6.08     (0.29)
                            -------   -------   -------    -------    -------
Total From Investment
 Operations                    0.50      5.24      3.24       5.97     (0.30)
                            -------   -------   -------    -------    -------
DISTRIBUTIONS
Distributions from
 Realized Gains               (1.03)    (1.68)    (1.55)     (1.55)    (0.57)
Return of Capital                --        --     (0.01)        --        --
                            -------   -------   -------    -------    -------
Total Distributions           (1.03)    (1.68)    (1.56)     (1.55)    (0.57)
                            -------   -------   -------    -------    -------
Net Asset Value, End
 of Period                  $ 21.96   $ 22.49   $ 18.93    $ 17.25    $ 12.83
                            =======   =======   =======    =======    =======

TOTAL RETURN(1)                2.32%    27.70%    18.73%     46.65%     (2.21)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
 (000 omitted)              $52,212   $48,386   $27,158    $22,890    $12,455
Ratio of Expenses to
 Average Net Assets            1.32%     1.27%     1.49%(2)   1.51%      1.42%*
Ratio of Net Investment
 Loss to Average Net Assets   (0.38)%   (0.58)%   (0.76)%    (0.71)%    (0.08)%*
Portfolio Turnover Rate(3)    18.03%    19.33%    30.55%     30.07%      37.31%

(1)  Assumes  hypothetical  initial  investment  on the  business day before the
     first  day of the  fiscal  period  (or  inception  of  offering),  with all
     dividends  and  distributions   reinvested  in  additional  shares  on  the
     reinvestment  date, and redemption at the net asset value calculated on the
     last business day of the fiscal period.  Sales charges are not reflected in
     the total  returns.  Total returns are not  annualized  for periods of less
     than one full year.

(2)  Ratio of expenses to average net assets  after the  reduction  of custodian
     fees under a custodian  agreement was 1.48% for 1996.  Prior to 1996,  such
     reductions were reflected in the expenses ratios.

(3)  The lesser of  purchases  or sales of  portfolio  securities  for a period,
     divided by the monthly average of the market value of portfolio  securities
     owned during the period.  Securities  with a maturity or expiration date at
     the  time of  acquisition  of one  year  or  less  are  excluded  from  the
     calculation.

*Annualized

See Notes to Financial Statements.

                                       76
<PAGE>
DAVIS SERIES, INC.
FINANCIAL HIGHLIGHTS
DAVIS GROWTH OPPORTUNITY FUND

    The following financial information  represents selected data for each share
of capital stock outstanding throughout each period:

CLASS B                                     YEAR ENDED DECEMBER 31,
                            --------------------------------------------------
                              1998     1997        1996        1995       1994
                              ----     ----        ----        ----       ----
Net Asset Value,
 Beginning of Period        $ 21.88  $ 18.58   $   17.08     $ 12.82    $ 14.67
                            -------  -------   ---------     -------    -------
INCOME(LOSS) FROM
INVESTMENT OPERATIONS
Net Investment Loss           (0.26)   (0.25)      (0.27)      (0.26)     (0.12)
Net Realized and Unrealized
 Gains (Losses)                0.59     5.23        3.33        6.07      (1.11)
                            -------  -------   ---------     -------    -------
Total From Investment
 Operations                    0.33     4.98        3.06        5.81      (1.23)

DISTRIBUTIONS
Distributions from
 Realized Gains               (1.03)   (1.68)      (1.55)      (1.55)     (0.62)
Return of Capital                --       --       (0.01)         --         --
                            -------  -------   ---------     -------    -------
Total Distributions           (1.03)   (1.68)      (1.56)      (1.55)     (0.62)
                            -------  -------   ---------     -------    -------
Net Asset Value, End
 of Period                  $ 21.18  $ 21.88   $   18.58     $ 17.08    $ 12.82
                            =======  =======   =========     =======    =======

TOTAL RETURN(1)                1.61%   26.82%      17.86%      45.44%    (8.45)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
 (000 omitted)              $60,587  $61,383     $39,343     $35,326    $36,087
Ratio of Expenses to
 Average Net Assets            2.10%    2.09%(3)    2.25%(3)    2.30%      2.15%
Ratio of Net Investment
 Loss to Average Net Assets   (1.16)%  (1.40)%     (1.52)%     (1.50)%    (0.81)
Portfolio Turnover Rate(3)    18.03%   19.33%      30.55%      30.07%     37.31%

(1)  Per share data has been restated to give effect to a 2 for 1 stock split to
     shareholders of record as of the close of business of January 7, 1994.

(2)  Assumes  hypothetical  initial  investment  on the  business day before the
     first  day of the  fiscal  period,  with all  dividends  and  distributions
     reinvested in additional shares on the reinvestment date, and redemption at
     the net asset  value  calculated  on the last  business  day of the  fiscal
     period. Sales charges are not reflected in the total returns.

(3)  Ratio of expenses to average net assets  after the  reduction  of custodian
     fees  under a  custodian  agreement  2.08%  and  2.24%  for 1997 and  1996,
     respectively. Prior to 1996, such reductions were reflected in the expenses
     ratios.

(4)  The lesser of  purchases  or sales of  portfolio  securities  for a period,
     divided by the monthly average of the market value of portfolio  securities
     owned during the period.  Securities  with a maturity or expiration date at
     the  time of  acquisition  of one  year  or  less  are  excluded  from  the
     calculation.

See Notes to Financial Statements.

                                       77
<PAGE>
DAVIS SERIES, INC.
FINANCIAL HIGHLIGHTS
DAVIS GROWTH OPPORTUNITY FUND

    The following financial information  represents selected data for each share
of capital stock outstanding throughout each period:
<TABLE>
<CAPTION>
                                      CLASS C                        CLASS Y
                          ----------------------------  -------------------------------
                                       AUGUST 15, 1997              SEPTEMBER 18, 1997
                                        (COMMENCEMENT                 (COMMENCEMENT
                             YEAR       OF OPERATIONS)     YEAR       OF OPERATIONS)
                            ENDED         THROUGH          ENDED         THROUGH
                          DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                             1998           1997           1998            1997
                             ----           ----           ----            ----
<S>                         <C>            <C>           <C>              <C>
Net Asset Value,
 Beginning of Period        $22.43         $25.56        $22.52           $27.19
                            ------         ------        ------           ------
INCOME(LOSS) FROM
INVESTMENT OPERATIONS
Net Investment Loss          (0.30)         (0.04)        (0.14)               -
Net Realized and Unrealized
 Gains (Losses)               0.61          (1.41)         0.61            (2.99)
                            ------         ------        ------           ------
Total From Investment
 Operations                   0.31          (1.45)         0.47            (2.99)
                            ------         ------        ------           ------
DISTRIBUTIONS
Distributions from
 Realized Gains
Return of Capital            (1.03)         (1.68)        (1.03)           (1.68)
                            ------         ------        ------           ------
Total Distributions          (1.03)         (1.68)        (1.03)           (1.68)
                            ------         ------        ------           ------
Net Asset Value, End
 of Period                  $21.71         $22.43        $21.96           $22.52
                            ======         ======        ======           ======
TOTAL RETURN(1)              1.48%         (5.66)%        2.18%          (10.98)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
 (000 omitted)              $3,644         $2,585           $73              $94
Ratio of Expenses to
 Average Net Assets          2.27%          2.19%*        1.33%(2)         1.01%*
Ratio of Net Investment
 Loss to Average Net Assets (1.33)%        (1.51)%*      (0.38)%          (0.33)%*
Portfolio Turnover Rate(3)  18.03%         19.33%        18.03%           19.33%
</TABLE>

(1)  Assumes  hypothetical  initial  investment  on the  business day before the
     first  day of the  fiscal  period  (or  inception  of  offering),  with all
     dividends  and  distributions   reinvested  in  additional  shares  on  the
     reinvestment  date, and redemption at the net asset value calculated on the
     last business day of the fiscal period.  Sales charges are not reflected in
     the total  returns.  Total returns are not  annualized  for periods of less
     than one full year.

(2)  Ratio of expenses to average net assets  after the  reduction  of custodian
     fees under a custodian agreement was 1.32% for Class Y for 1998.

(3)  The lesser of  purchases  or sales of  portfolio  securities  for a period,
     divided by the monthly average of the market value of portfolio  securities
     owned during the period.  Securities  with a maturity or expiration date at
     the  time of  acquisition  of one  year  or  less  are  excluded  from  the
     calculation.

*   Annualized

See Notes to Financial Statements.

                                       78
<PAGE>
DAVIS SERIES, INC.
FINANCIAL HIGHLIGHTS
DAVIS GOVERNMENT BOND FUND
================================================================================
    The following financial information  represents selected data for each share
of capital stock outstanding throughout each period:

CLASS A
                                                                     ONE MONTH
                                          YEAR ENDED                   ENDED
                                          DECEMBER 31,              DECEMBER 31,
                            -------------------------------------   ------------
                              1998      1997       1996      1995        1994
                              ----      ----       ----      ----        ----
Net Asset Value,            $  5.87   $  5.76    $  6.00   $  5.79     $  5.78
 Beginning of Period        -------   -------    -------   -------     -------

INCOME(LOSS) FROM
INVESTMENT OPERATIONS          0.29      0.33       0.33      0.39        0.02
Net Investment Loss            0.07      0.11      (0.14)     0.27       (0.01)
Net Realized and Unrealized -------   -------    -------   -------     -------
 Gains (Losses)                0.36      0.44       0.19      0.66        0.01
                            -------   -------    -------   -------     -------
Total From Investment
 Operations

DISTRIBUTIONS                 (0.29)    (0.33)     (0.33)    (0.36)         --
Distributions from            (0.04)       --      (0.10)    (0.09)         --
 Realized Gains             -------   -------    -------   -------     -------
Return of Capital             (0.33)    (0.33)     (0.43)    (0.45)         --
                            -------   -------    -------   -------     -------
Total Distributions
                            $  5.90   $  5.87    $  5.76   $  6.00     $  5.79
Net Asset Value, End        =======   =======    =======   =======     =======
 of Period

TOTAL RETURN(1)                6.31%     7.92%      3.40%    11.82%      (0.97)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
 (000 omitted)
Ratio of Expenses to        $21,285   $17,589    $18,129   $21,485     $20,035
 Average Net Assets            1.43%     1.27%(2)   1.77%     1.74%       1.64%*
Ratio of Net Investment
 Loss to Average Net Assets    4.87%     5.82%      5.88%     6.54%       6.22%*
Portfolio Turnover Rate(3)    18.40%    24.35%     45.50%    41.04%      62.17%

(1)  Assumes  hypothetical  initial  investment  on the  business day before the
     first  day of the  fiscal  period  (or  inception  of  offering),  with all
     dividends  and  distributions   reinvested  in  additional  shares  on  the
     reinvestment  date, and redemption at the net asset value calculated on the
     last business day of the fiscal period.  Sales charges are not reflected in
     the total  returns.  Total returns are not  annualized  for periods of less
     than one full year.

(2)  Ratio of expenses to average net assets  after the  reduction  of custodian
     fees under a custodian  agreement was 1.26% for 1997.  Prior to 1996,  such
     reductions were reflected in the expenses ratios.

(3)  The lesser of  purchases  or sales of  portfolio  securities  for a period,
     divided by the monthly average of the market value of portfolio  securities
     owned during the period.  Securities  with a maturity or expiration date at
     the  time of  acquisition  of one  year  or  less  are  excluded  from  the
     calculation. * Annualized See Notes to Financial Statements.

                                       79
<PAGE>
DAVIS SERIES, INC.
FINANCIAL HIGHLIGHTS
DAVIS GOVERNMENT BOND FUND
================================================================================
    The following financial information  represents selected data for each share
of capital stock outstanding throughout each period:

CLASS B
                                           YEAR ENDED DECEMBER 31,
                            --------------------------------------------------
                              1998       1997       1996       1995      1994
                              ----       ----       ----       ----      ----
Net Asset Value,
 Beginning of Period        $  5.86    $  5.75    $  5.98    $  5.79   $  6.33
                            -------    -------    -------    -------   -------
INCOME(LOSS) FROM
INVESTMENT OPERATIONS
Net Investment Loss            0.27       0.29       0.29       0.34      0.31
Net Realized and Unrealized
 Gains (Losses)                0.04       0.11      (0.13)      0.26     (0.37)
                            -------    -------    -------    -------   -------
Total From Investment
 Operations                    0.31       0.40       0.16       0.60     (0.06)
                            -------    -------    -------    -------   -------
DISTRIBUTIONS
Distributions from
 Realized Gains               (0.27)     (0.29)     (0.29)     (0.33)    (0.37)
Return of Capital             (0.02)    -           (0.10)     (0.08)    (0.11)
                            -------    -------    -------    -------   -------
Total Distributions           (0.29)     (0.29)     (0.39)     (0.41)    (0.48)
                            -------    -------    -------    -------   -------
Net Asset Value, End
 of Period                  $  5.88    $  5.86    $  5.75    $  5.98   $  5.79
                            =======    =======    =======    =======   =======
TOTAL RETURN(1)                5.38%      7.12%      2.78%     10.62%    (0.97)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
 (000 omitted)              $36,005    $12,703    $12,959    $15,976   $19,241
Ratio of Expenses to
 Average Net Assets            2.18%(3)   2.01%(3)   2.53%(3)   2.51%     2.38%
Ratio of Net Investment
 Loss to Average Net Assets    4.13%      5.07%      5.13%      5.77%     5.48%
Portfolio Turnover Rate(3)    18.40%     24.35%     45.50%     41.04%    62.17%

(1)  Per share  calculations  other  than  distributions  were  based on average
     shares outstanding during the period.

(2)  Assumes  hypothetical  initial  investment  on the  business day before the
     first  day of the  fiscal  period,  with all  dividends  and  distributions
     reinvested in additional shares on the reinvestment date, and redemption at
     the net asset  value  calculated  on the last  business  day of the  fiscal
     period. Sales charges are not reflected in the total returns. Total returns
     are not annualized for periods of less than one full year.

(3)  Ratio of expenses to average net assets  after the  reduction  of custodian
     fees under a custodian  agreement was 2.17%,  and 2.00% and 2.52% for 1998,
     1997 and 1996, respectively.  Prior to 1996, such reductions were reflected
     in the expenses ratios.

(4)  The lesser of  purchases  or sales of  portfolio  securities  for a period,
     divided by the monthly average of the market value of portfolio  securities
     owned during the period.  Securities  with a maturity or expiration date at
     the  time of  acquisition  of one  year  or  less  are  excluded  from  the
     calculation.

See Notes to Financial Statements.

                                       80
<PAGE>
DAVIS SERIES, INC.
FINANCIAL HIGHLIGHTS
DAVIS GOVERNMENT BOND FUND
================================================================================
    The following financial information  represents selected data for each share
of capital stock outstanding throughout each period:

                                                CLASS C               CLASS Y
                                        -----------------------       -------
                                                      AUGUST 19,    SEPTEMBER 1,
                                                         1997          1998
                                                      (INCEPTION    (INCEPTION
                                           YEAR        OF CLASS)     OF CLASS)
                                           ENDED        THROUGH      THROUGH
                                        DECEMBER 31,  DECEMBER 31,  DECEMBER 31,
                                        ------------  ------------ -------------
                                          1998            1997          1998
                                          ----            ----          ----
Net Asset Value, Beginning of Period      $5.88          $5.79          $5.92
                                          -----          -----          -----

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                      0.27           0.08           0.07
Net Realized and Unrealized Gains          0.04           0.09           0.02
                                          -----          -----          -----
Total From Investment Operations           0.31           0.17           0.09
                                          -----          -----          -----

DIVIDENDS AND DISTRIBUTIONS
Net Investment Income                     (0.27)         (0.08)         (0.07)
Return of Capital                         (0.02)            --          (0.02)
                                          -----          -----          -----
Total Dividend and Distributions          (0.29)         (0.08)         (0.09)
                                          -----          -----          -----
Net Asset Value, End of Period            $5.90          $5.88          $5.92
                                          =====          =====          =====

TOTAL RETURN(1)                            5.42%          2.97%          1.59%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000 omitted)  $8,178          $ 215          $ 352
Ratio of Expenses to Average Net Assets    2.18%          1.97%*(2)      1.05%*
Ratio of Net Investment Income to
  Average Net Assets                       4.12%          5.11%*         5.25%*
Portfolio Turnover Rate(3)                18.40%         24.35%         18.40%

(1)  Assumes  hypothetical  initial  investment  on the  business day before the
     first  day of the  fiscal  period  (or  inception  of  offering),  with all
     dividends  and  distributions   reinvested  in  additional  shares  on  the
     reinvestment  date, and redemption at the net asset value calculated on the
     last business day of the fiscal period.  Sales charges are not reflected in
     the total  returns.  Total returns are not  annualized  for periods of less
     than one full year.

(2)  Ratio of expenses to average net assets  after the  reduction  of custodian
     fees under a custodian agreement was 1.96% for Class C for 1997.

(3)  The lesser of  purchases  or sales of  portfolio  securities  for a period,
     divided by the monthly average of the market value of portfolio  securities
     owned during the period.  Securities  with a maturity or expiration date at
     the  time of  acquisition  of one  year  or  less  are  excluded  from  the
     calculation.

* Annualized

See Notes to Financial Statements.

                                       81
<PAGE>
DAVIS SERIES, INC.
FINANCIAL HIGHLIGHTS
DAVIS GOVERNMENT MONEY MARKET FUND
================================================================================
The following financial information for each respective fund represents selected
data for each share of capital stock outstanding throughout each period.

CLASSES A, B & C
                                          YEAR ENDED DECEMBER 31,
                           ---------------------------------------------------
                              1998       1997       1996       1995       1994
                           --------    -------    -------    -------    -------
Net Asset Value,
 Beginning of Period       $  1.000   $  1.000   $  1.000   $  1.000   $  1.000
                           --------   --------   --------   --------   --------
INCOME FROM INVESTMENT
 OPERATIONS
 Net Investment Income         .048       .049       .047       .051       .034

DIVIDENDS
 Net Investment Income        (.048)     (.049)     (.047)     (.051)     (.034)
                           --------    -------    -------    -------    -------
Net Asset Value, End of
 Period                    $  1.000   $  1.000   $  1.000   $  1.000   $  1.000
                           ========   ========   ========   ========   ========
TOTAL RETURN(1)                4.94%      5.02%      4.80%      5.25%      3.48%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
 (000 omitted)             $514,474   $464,459   $411,416    $360,290  $240,727
Ratio of Expenses to
 Average Net Assets            0.61%      0.57%      0.66%      0.73%      0.64%
Ratio of Net Investment
 Income to Average
 Net Assets                    4.84%      4.92%      4.72%      5.13%      3.43%

(1)  Assumes  hypothetical  initial  investment  on the  business day before the
     first  day of the  fiscal  period,  with all  dividends  and  distributions
     reinvested in additional shares on the reinvestment date, and redemption at
     the net asset  value  calculated  on the last  business  day of the  fiscal
     period.  Total returns are not annualized for periods of less than one full
     year.

See Notes to Financial Statements.

                                       82
<PAGE>
DAVIS SERIES, INC.
FINANCIAL HIGHLIGHTS
DAVIS FINANCIAL FUND
================================================================================
The following financial information for each respective fund represents selected
data for each share of capital stock outstanding throughout each period.
<TABLE>
<CAPTION>
CLASS A
                                           YEAR ENDED DECEMBER 31,
                             -------------------------------------------------
                               1998      1997       1996      1995     1994(2)
                             -------   -------    -------   -------    -------
<S>                         <C>        <C>       <C>         <C>       <C>
Net Asset Value, Beginning
 of Period                  $  25.68   $ 18.06   $  14.50    $ 10.68   $ 11.70
                            --------   -------   --------    -------   -------
INCOME FROM INVESTMENT
 OPERATIONS
Net Investment Income           0.09      0.13       0.14      0.07       0.08
Net Realized and Unrealized
 Gains                          3.55      7.92       4.44      5.32      (0.61)
                            --------   -------   --------    -------   -------
Total From Investment
 Operations                     3.64      8.05       4.58      5.39      (0.53)
                            --------   -------   --------    -------   -------
DIVIDENDS AND DISTRIBUTIONS
Net Investment Income             --     (0.13)     (0.15)    (0.07)     (0.08)
Return of Capital                 --     (0.30)     (0.87)    (1.50)     (0.39)
Total Dividend and
 Distributions                    --        --         --        --      (0.02)
                            --------   -------   --------    -------   -------
Net Asset Value, End
 of Period                        --     (0.43)     (1.02)    (1.57)     (0.49)
                            --------   -------   --------    -------   -------
                            $  29.32   $ 25.68   $  18.06    $ 14.50   $ 10.68
                            ========   =======   ========    =======   =======

TOTAL RETURN(1)                14.17%    44.53%     31.50%    50.51%     (4.55)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
 (000 omitted)              $460,799   $292,059  $107,579    $79,874   $57,670
Ratio of Expenses to
 Average Net Assets             1.07%(3)   1.07%     1.15%      1.18 %    1.24%
Ratio of Net Investment
 Income to Average Net
 Assets                         0.34%      0.77%     0.92%      0.53 %    0.67%
Portfolio Turnover Rate(3)     11.37%      6.23%    25.78%     41.89 %   43.95%
</TABLE>

(1)  Assumes  hypothetical  initial  investment  on the  business day before the
     first  day of the  fiscal  period,  with all  dividends  and  distributions
     reinvested in additional shares on the reinvestment date, and redemption at
     the net asset  value  calculated  on the last  business  day of the  fiscal
     period. Sales charges are not reflected in the total returns. Total returns
     are not annualized for periods of less than one full year.

(2)  Per share data has been restated to give effect to a 2 for 1 stock split to
     shareholders of record as of the close of business on January 7, 1994.

(3)  Ratio of expenses to average net assets  after the  reduction  of custodian
     fees under a custodian agreement was 1.06% for 1998.

(4)  The lesser of  purchases  or sales of  portfolio  securities  for a period,
     divided by the monthly average of the market value of portfolio  securities
     owned during the period.  Securities  with a maturity or expiration date at
     the  time of  acquisition  of one  year  or  less  are  excluded  from  the
     calculation.

See Notes to Financial Statements.

                                       83
<PAGE>
DAVIS SERIES, INC.
FINANCIAL HIGHLIGHTS
DAVIS FINANCIAL FUND
================================================================================
The following financial information for each respective fund represents selected
data for each share of capital stock outstanding throughout each period.

CLASS B
<TABLE>
<CAPTION>
                                                                    DECEMBER 27, 1994
                                                                       (INCEPTION
                                                                        OF CLASS)
                                    YEAR ENDED DECEMBER 31,              THROUGH
                            --------------------------------------    DECEMBER 31,
                              1998        1997      1996      1995       1994
                              ----        ----      ----      ----       ----
<S>                         <C>         <C>        <C>       <C>        <C>
Net Asset Value, Beginning
 of Period                  $  25.36    $ 17.91    $14.41    $10.68     $11.22
                            --------    -------    ------    ------     ------
INCOME FROM INVESTMENT
 OPERATIONS
Net Investment Income          (0.12)     (0.01)     0.01      0.01       0.03
Net Realized and Unrealized
 Gains                          3.47       7.76      4.37      5.22      (0.13)
                            --------    -------    ------    ------     ------
Total From Investment
 Operations                     3.35       7.75      4.38      5.23      (0.10)
                            --------    -------    ------    ------     ------
DIVIDENDS AND DISTRIBUTIONS
Net Investment Income             --         --     (0.01)       --      (0.03)
Return of Capital                 --      (0.30)    (0.87)    (1.50)     (0.39)
Total Dividend and
 Distributions                    --         --        --        --      (0.02)
                            --------    -------    ------    ------     ------
Net Asset Value, End
 of Period                                (0.30)    (0.88)    (1.50)     (0.44)
                            --------    -------    ------    ------     ------
                            $  28.71    $ 25.36    $17.91    $14.41     $10.68
                            ========    =======    ======    ======     ======
TOTAL RETURN(1)                13.21%     43.25%    30.29%    49.00%     (0.90)%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
 (000 omitted)              $419,145    $193,257   $8,213    $1,762     $   28
Ratio of Expenses to
 Average Net Assets             1.93%(2)    1.97%    2.04%     2.09%      2.04%*
Ratio of Net Investment
 Income to Average Net
 Assets                        (0.52)%     (0.12)%   0.19%    (0.38)%    (0.13)%*
Portfolio Turnover Rate        11.37%       6.23%   25.78%    41.89%     43.95%
</TABLE>
(1)  Assumes  hypothetical  initial  investment  on the  business day before the
     first  day of the  fiscal  period  (or  inception  of  offering),  with all
     dividends  and  distributions   reinvested  in  additional  shares  on  the
     reinvestment  date, and redemption at the net asset value calculated on the
     last business day of the fiscal period.  Sales charges are not reflected in
     the total  returns.  Total returns are not  annualized  for periods of less
     than one full year.

(2)  Ratio of expenses of average net assets  after the  reduction  of custodian
     fees under a custodian agreement was 1.92% for 1998.

(3)  The lesser of  purchases  or sales of  portfolio  securities  for a period,
     divided by the monthly average of the market value of portfolio  securities
     owned during the period.  Securities  with a maturity or expiration date at
     the  time of  acquisition  of one  year  or  less  are  excluded  from  the
     calculation.

* Annualized

See Notes to Financial Statements.

                                       84
<PAGE>
DAVIS SERIES, INC.
FINANCIAL HIGHLIGHTS
DAVIS FINANCIAL FUND

The following financial information for each respective fund represents selected
data for each share of capital stock outstanding throughout each period.
<TABLE>
<CAPTION>
                                               CLASS C                   CLASS Y
                                           AUGUST 12, 1997            MARCH 10, 1997
                                             (INCEPTION                 (INCEPTION
                                 YEAR         OF CLASS)       YEAR       OF CLASS
                                 ENDED         THROUGH        ENDED       THROUGH
                              DECEMBER 31,   DECEMBER 31,  DECEMBER 31, DECEMBER 31,
                                  1998           1997          1998        1997
                               ---------     ---------      ---------     -------
<S>                              <C>          <C>            <C>          <C>   
Net Asset Value,
 Beginning of Period             $ 25.71      $ 23.76        $ 25.66      $20.32
                                 -------      -------        -------      ------
INCOME (LOSS) FROM
 INVESTMENT OPERATIONS
Net Investment Income (Loss)       (0.10)          --           0.14        0.09
Net Realized and Unrealized
 Gains                              3.51         2.25           3.60        5.74
                                 -------      -------        -------      ------
Total From Investment
 Operations                         3.41         2.25           3.74        5.83
                                 -------      -------        -------      ------
DIVIDENDS AND DISTRIBUTIONS
Net Investment Income                 --           --             --       (0.19)
Distributions from Realized
 Gains                                --        (0.30)            --       (0.30)
                                 -------      -------        -------      ------
Total Dividend and
 Distributions                        --        (0.30)            --       (0.49)
                                 -------      -------        -------      ------
Net Asset Value, End of
 Period                          $ 29.12      $ 25.71        $ 29.40      $25.66
                                 =======      =======        =======      ======

TOTAL RETURN (1)                   13.26%        9.45%         14.58%      28.66%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
 (000 omitted)                   $92,513      $19,515        $10,453      $3,805
Ratio of Expenses to
 Average Net Assets                 1.91%        1.93%*         0.83%(2)    0.79%*
Ratio of Net Investment Income
  (Loss) to Average Net Assets     (0.51)%      (0.09)%*        0.58%       1.06%*
Portfolio Turnover Rate(3)         11.37%        6.23%         11.37%       6.23%
</TABLE>

(1)  Assumes  hypothetical  initial  investment  on the  business day before the
     first  day of the  fiscal  period  (or  inception  of  offering),  with all
     dividends  and  distributions   reinvested  in  additional  shares  on  the
     reinvestment  date, and redemption at the net asset value calculated on the
     last business day of the fiscal period.  Sales charges are not reflected in
     total  returns.  Total returns are not  annualized for periods of less than
     one full year.

(2)  Ratio of expenses to average net assets  after the  reduction  of custodian
     fees under a custodian agreement was 0.82% for Class Y shares for 1998.

(3)  The lesser of  purchases  or sales of  portfolio  securities  for a period,
     divided by the monthly average of the market value of portfolio  securities
     owned during the period.  Securities  with a maturity or expiration date at
     the  time of  acquisition  of one  year  or  less  are  excluded  from  the
     calculation.

* Annualized

See Notes to Financial Statements.

                                       85
<PAGE>
DAVIS SERIES, INC.
FINANCIAL HIGHLIGHTS
DAVIS CONVERTIBLE SECURITIES FUND
================================================================================
The following financial  information  represents selected data for each share of
capital stock outstanding throughout the period.

CLASS A
<TABLE>
<CAPTION>
                                              YEAR ENDED DECEMBER 31,
                               ----------------------------------------------------
                               1998        1997         1996        1995       1994
                               ----        ----         ----        ----       ----
<S>                         <C>          <C>          <C>         <C>        <C>    
Net Asset Value,
 Beginning of Period          $25.26      $21.22       $18.22      $15.57     $17.45
                            --------     -------      -------     -------    -------
INCOME(LOSS) FROM
INVESTMENT OPERATIONS
Net Investment Loss             0.77        0.67         0.71        0.67       0.67
Net Realized and Unrealized
 Gains (Losses)                (1.23)       5.33         4.56        3.42      (1.83)
                            --------     -------      -------     -------    -------
Total From Investment
 Operations                    (0.46)       6.00         5.27        4.09      (1.16)
                            --------     -------      -------     -------    -------
DISTRIBUTIONS
Distributions from
 Realized Gains                (0.76)      (0.67)       (0.69)      (0.66)     (0.67)
Return of Capital              (0.27)      (1.22)       (1.54)      (0.78)     (0.05)
Distribution (from
 paid-in capital)              (0.01)      (0.07)       (0.04)          -          -
                            --------     -------      -------     -------    -------
Total Distributions            (1.04)      (1.96)       (2.27)      (1.44)     (0.72)
                            --------     -------      -------     -------    -------
Net Asset Value, End
 of Period                    $23.76      $25.26       $21.22      $18.22     $15.57
                            ========     =======      =======     =======    =======
TOTAL RETURN(1)                (1.79)%     28.68%       29.46%      26.68%     (6.72)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
 (000 omitted)              $132,856     $90,107      $42,841     $59,757    $47,844
                            ========     =======      =======     =======    =======
Ratio of Expenses to
 Average Net Assets             1.16%(2)    1.08%(2)     1.05%       1.14%      1.20%
Ratio of Net Investment
 Loss to Average Net Assets     3.27%       3.00%        3.34%       3.87%      4.06%
Portfolio Turnover Rate(3)     14.43%      23.68%       43.16%      53.58%     45.15%
</TABLE>

(1)  Assumes  hypothetical  initial  investment  on the  business day before the
     first  day of the  fiscal  period,  with all  dividends  and  distributions
     reinvested in additional shares on the reinvestment date, and redemption at
     the net asset  value  calculated  on the last  business  day of the  fiscal
     period. Sales charges are not reflected in total returns. Total returns are
     not annualized for periods of less than one full year.

(2)  Ratio of expenses to average net assets  after the  reduction  of custodian
     fees  under a  custodian  agreement  was 1.15% and 1.07% for 1998 and 1997,
     respectively. Prior to 1996, such reductions were reflected in the expenses
     ratios.

(3)  The lesser of  purchases  or sales of  portfolio  securities  for a period,
     divided by the monthly average of the market value of portfolio  securities
     owned during the period.  Securities  with a maturity or expiration date at
     the  time of  acquisition  of one  year  or  less  are  excluded  from  the
     calculation.

See Notes to Financial Statements.
                                       86
<PAGE>
DAVIS SERIES, INC.
FINANCIAL HIGHLIGHTS
DAVIS CONVERTIBLE SECURITIES FUND
================================================================================
The following financial  information  represents selected data for each share of
capital stock outstanding throughout the period.
<TABLE>
<CAPTION>
                                                          CLASS B                               CLASS C
                                    -------------------------------------------------- --------------------------
                                                                      FEBRUARY 3, 1995            AUGUST 12, 1997
                                                                         (INCEPTION                 (INCEPTION
                                                                          OF CLASS)      YEAR        OF CLASS)
                                                   YEAR ENDED              THROUGH       ENDED        THROUGH
                                                  DECEMBER 31,          DECEMBER 31,  DECEMBER 31  DECEMBER 31,
                                   ---------------------------------    ------------  -----------  ------------
<S>                                <C>          <C>          <C>          <C>           <C>          <C>
                                     1998         1997         1996         1995          1998         1997
                                     ----         ----         ----         ----          ----         ----
Net Asset Value,  Beginning                                                            
 of Period                         $ 25.03      $ 21.05      $ 18.14      $ 15.95       $ 25.36      $ 24.91
                                   -------      -------      -------      -------       -------      -------
INCOME (LOSS) FROM                                                                     
INVESTMENT OPERATIONS                                                                  
Net Investment Income                 0.56         0.44         0.59         0.54          0.59         0.11
Net Realized and Unrealized                                                            
 Gains (Losses)                      (1.22)        5.26         4.45         2.97         (1.26)        1.72
                                   -------      -------      -------      -------       -------      -------
Total From Investment Operations     (0.66)        5.70         5.04         3.51         (0.67)        1.83
                                   -------      -------      -------      -------       -------      -------
DIVIDENDS AND DISTRIBUTIONS                                                            
Net Investment Income                (0.54)       (0.44)       (0.56)       (0.54)        (0.55)       (0.11)
Distributions from  Realized Gains   (0.27)       (1.22)       (1.54)       (0.78)        (0.27)       (1.22)
Return of Capital                    (0.01)       (0.06)       (0.03)          --         (0.01)       (0.05)
                                   -------      -------      -------      -------       -------      -------
Total Dividend and  Distributions    (0.82)       (1.72)       (2.13)       (1.32)        (0.83)       (1.38)
                                   -------      -------      -------      -------       -------      -------
 Net Asset Value, End of Period    $ 23.55      $ 25.03      $ 21.05      $ 18.14       $ 23.86      $ 25.36
                                   =======      =======      =======      =======       =======      =======
TOTAL RETURN (1)                     (2.62)%      27.35%       28.21%       25.31%        (2.61)%       7.38%
                                                                                       
RATIOS/SUPPLEMENTAL DATA                                                               
Net Assets, End of Period                                                              
 (000 omitted)                     $90,827      $35,536      $ 2,075      $   378       $26,406      $ 6,296
Ratio of Expenses to Average                                                           
 Net Assets                           2.04%(2)     2.11%(2)     2.01%(2)     2.01%*        2.03%*(2)    2.08%*(2)
Ratio of Net Investment Income                                                         
 to Average Net Assets                2.39%        2.09%        2.40%        3.00%*        2.40%*       2.01%*
Portfolio Turnover Rate(3)           14.43%       23.68%       43.16%       53.58%        14.43%       23.68%
</TABLE>

(1)  Assumes  hypothetical  initial  investment  on the  business day before the
     first  day of the  fiscal  period  (or  inception  of  offering),  with all
     dividends  and  distributions   reinvested  in  additional  shares  on  the
     reinvestment  date, and redemption at the net asset value calculated on the
     last business day of the fiscal period.  Sales charges are not reflected in
     total  returns.  Total returns are not  annualized for periods of less than
     one full year.

(2)  Ratio of expenses to average net assets  after the  reduction  of custodian
     fees under a  custodian  agreement  was 2.03%,  2.10% and 2.00% for Class B
     shares for 1998, 1997 and 1996,  respectively and 2.02% and 2.07% for Class
     C Shares for 1998 and 1997,  respectively.  Prior to 1996,  such reductions
     were reflected in the expenses ratios.

(3)  The lesser of  purchases  or sales of  portfolio  securities  for a period,
     divided by the monthly average of the market value of portfolio  securities
     owned during the period.  Securities  with a maturity or expiration date at
     the  time of  acquisition  of one  year  or  less  are  excluded  from  the
     calculation.

*    Annualized

See Notes to Financial Statements.
                                       87
<PAGE>
DAVIS SERIES, INC.
FINANCIAL HIGHLIGHTS
DAVIS CONVERTIBLE SECURITIES FUND
================================================================================
The following financial  information  represents selected data for each share of
capital stock outstanding throughout the period.

CLASS Y
<TABLE>
<CAPTION>
                                                                   NOVEMBER 13, 1996
                                                                      (INCEPTION
                                        YEAR           YEAR           OF CLASS)
                                        ENDED          ENDED           THROUGH
                                     DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                        1998            1997            1996
                                      -------           -------        -------
<S>                                   <C>               <C>            <C>
Net Asset Value,  Beginning
 of Period                            $ 25.34           $ 21.29        $ 21.39
                                      -------           -------        -------
INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net Investment Income                    0.89              0.69           0.07
Net Realized and Unrealized
 Gains (Losses)                         (1.27)             5.35           1.44
                                      -------           -------        -------
Total From Investment Operations         0.38)             6.04           1.51
                                      -------           -------        -------
DIVIDENDS AND DISTRIBUTIONS
Net Investment Income                   (0.85)            (0.69)         (0.06)
Distributions from  Realized Gains      (0.27)            (1.22)         (1.54)
Return of Capital                          --             (0.08)         (0.01)
                                      -------           -------        -------
Total Dividend and  Distributions       (1.12)            (1.99)         (1.61)
                                      -------           -------        -------
 Net Asset Value, End of Period       $ 23.84           $ 25.34        $ 21.29
                                      =======           =======        =======
TOTAL RETURN (1)                        (1.46)%           28.80%          7.01%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
 (000 omitted)                        $30,536           $36,543        $33,006
Ratio of Expenses to Average
 Net Assets                              0.86%(2)          0.95%          0.98%*
Ratio of Net Investment Income
 to Average Net Assets                   3.57%             3.09%          3.11%*
Portfolio Turnover Rate(3)              14.43%            23.68%         43.16%
</TABLE>

(1)  Assumes  hypothetical  initial  investment  on the  business day before the
     first  day of the  fiscal  period  (or  inception  of  offering),  with all
     dividends  and  distributions   reinvested  in  additional  shares  on  the
     reinvestment  date, and redemption at the net asset value calculated on the
     last business day of the fiscal period.  Sales charges are not reflected in
     total  returns.  Total returns are not  annualized for periods of less than
     one full year.

(2)  Ratio of expenses to average net assets  after the  reduction  of custodian
     fees under a custodian agreement was 0.85% for 1998.

(3)  The lesser of  purchases  or sales of  portfolio  securities  for a period,
     divided by the monthly average of the market value of portfolio  securities
     owned during the period.  Securities  with a maturity or expiration date at
     the  time of  acquisition  of one  year  or  less  are  excluded  from  the
     calculation.

*    Annualized

See Notes to Financial Statements.
                                       88
<PAGE>
DAVIS SERIES, INC.
FINANCIAL HIGHLIGHTS
DAVIS REAL ESTATE FUND
================================================================================
The following financial  information  represents selected data for each share of
capital stock outstanding throughout the period.

CLASS A
<TABLE>
<CAPTION>

                                                                               JANUARY 3, 1994
                                                                                (COMMENCEMENT
                                                YEAR ENDED                      OF OPERATIONS)
                                                DECEMBER 31,                       THROUGH
                                  ------------------------------------------    DECEMBER  31,
                                     1998        1997       1996(1)     1995        1994
                                     ----        ----       ----        ----        ----
<S>                                <C>         <C>         <C>         <C>         <C>
Net Asset Value,  Beginning
 of Period                         $  25.41    $  21.24    $ 16.44     $ 14.72     $ 14.29
                                   --------    --------    -------     -------     -------
INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net Investment Income                  0.74        0.74       0.71        0.82        0.62
Net Realized and Unrealized
 Gains (Losses)                       (4.65)       4.51       5.22        1.71        0.55
                                   --------    --------    -------     -------     -------
Total From Investment Operations      (3.91)       5.25       5.93        2.53        1.17
                                   --------    --------    -------     -------     -------
DIVIDENDS AND DISTRIBUTIONS
Net Investment Income                 (0.74)      (0.74)     (0.70)      (0.81)      (0.62)
Distributions from  Realized Gains       --       (0.27)     (0.25)         --      (0.12)
Return of Capital                     (0.03)      (0.07)     (0.18)         --          --
                                   --------    --------    -------     -------     -------
Total Dividend and  Distributions     (0.77)      (1.08)     (1.13)      (0.81)      (0.74)
                                   --------    --------    -------     -------     -------
 Net Asset Value, End of Period    $  20.73    $  25.41    $ 21.24     $ 16.44     $ 14.72
                                   ========    ========    =======     =======     =======
TOTAL RETURN (1)                     (15.56)%     25.08%     37.05%      17.70%       8.18%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
 (000 omitted)                     $198,328    $147,488    $32,507     $29,320     $25,450
Ratio of Expenses to Average
 Net Assets                            1.21%       1.18%      1.32%(3)     .43%       1.86%*
Ratio of Net Investment Income
 to Average Net Assets                 3.40%       3.40%      3.95%       5.44%       3.98%*
Portfolio Turnover Rate(3)            19.14%      12.50%     18.60%      38.82%      35.80%
</TABLE>
(1)  Per share  calculations  other  than  distributions  were  based on average
     shares outstanding during the period.

(2)  Assumes  hypothetical  initial  investment  on the  business day before the
     first  day of the  fiscal  period  (or  inception  of  offering),  with all
     dividends  and  distributions   reinvested  in  additional  shares  on  the
     reinvestment  date, and redemption at the net asset value calculated on the
     last business day of the fiscal period.  Sales charges are not reflected in
     total  returns.  Total returns are not  annualized for periods of less than
     one full year.

(3)  Ratio of expenses to average net assets  after the  reduction  of custodian
     fees under a custodian agreement was 1.31% for 1996, respectively. Prior to
     1996, such reductions were reflected in the expenses ratios.

(4)  The lesser of  purchases  or sales of  portfolio  securities  for a period,
     divided by the monthly average of the market value of portfolio  securities
     owned during the period.  Securities  with a maturity or expiration date at
     the  time of  acquisition  of one  year  or  less  are  excluded  from  the
     calculation.

*    Annualized

See Notes to Financial Statements.
                                       89
<PAGE>
DAVIS SERIES, INC.
FINANCIAL HIGHLIGHTS
DAVIS REAL ESTATE FUND
================================================================================
The following financial  information  represents selected data for each share of
capital stock outstanding throughout the period.
<TABLE>
<CAPTION>
CLASS B


                                                                             DECEMBER 27, 1994
                                                                                (INCEPTION
                                                  YEAR ENDED                     OF CLASS)
                                                  DECEMBER 31,                   THROUGH
                                   ----------------------------------------    DECEMBER  31,
                                     1998        1997       1996(1)    1995        1994
                                     ----        ----       ----       ----        ----
<S>                                <C>         <C>          <C>        <C>         <C>
Net Asset Value,  Beginning
 of Period                         $  25.32    $  21.19     $ 16.41    $14.72      $14.73
                                   --------    --------     -------    ------      ------
INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net Investment Income                  0.56        0.54        0.56      0.68        0.02
Net Realized and Unrealized
 Gains (Losses)                       (4.63)       4.47        5.21      1.70        0.11
                                   --------    --------     -------    ------      ------
Total From Investment Operations      (4.07)       5.01        5.77      2.38        0.13
                                   --------    --------     -------    ------      ------
DIVIDENDS AND DISTRIBUTIONS
Net Investment Income                 (0.56)      (0.54)      (0.63)    (0.69)      (0.02)
Distributions from Realized Gains        --       (0.27)      (0.25)       --       (0.12)
Return of Capital                     (0.02)      (0.07)      (0.11)       --          --
                                   --------    --------     -------    ------      ------
Total Dividend and  Distributions     (0.58)      (0.88)      (0.99)    (0.69)      (0.14)
                                   --------    --------     -------    ------      ------
 Net Asset Value, End of Period    $  20.67    $  25.32     $ 21.19    $16.41      $14.72
                                   ========    ========     =======    ======      ======
TOTAL RETURN (1)                     (16.21)%     23.88%      35.99%    16.59%       0.89%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
 (000 omitted)                     $143,993    $114,283     $10,919    $  414      $   34
Ratio of Expenses to Average
 Net Assets                            2.02%       2.04%       2.22%     2.39%       2.64%*
Ratio of Net Investment Income
 to Average Net Assets                 2.59%       2.60%       3.46%     4.48%       3.20%*
Portfolio Turnover Rate(3)            19.14%      12.50%      18.60%    38.82%      35.80%
</TABLE>

(1)  Per share  calculations  other  than  distributions  were  based on average
     shares outstanding during the period.

(2)  Assumes  hypothetical  initial  investment  on the  business day before the
     first  day of the  fiscal  period  (or  inception  of  offering),  with all
     dividends  and  distributions   reinvested  in  additional  shares  on  the
     reinvestment  date, and redemption at the net asset value calculated on the
     last business day of the fiscal period.  Sales charges are not reflected in
     total  returns.  Total returns are not  annualized for periods of less than
     one full year.

(3)  The lesser of  purchases  or sales of  portfolio  securities  for a period,
     divided by the monthly average of the market value of portfolio  securities
     owned during the period.  Securities  with a maturity or expiration date at
     the  time of  acquisition  of one  year  or  less  are  excluded  from  the
     calculation.

* Annualized

See Notes to Financial Statements.
                                       90
<PAGE>
DAVIS SERIES, INC.
FINANCIAL HIGHLIGHTS
DAVIS REAL ESTATE FUND
================================================================================
The following financial  information  represents selected data for each share of
capital stock outstanding throughout the period.

CLASS C
<TABLE>
<CAPTION>
                                                                 AUGUST 13, 1997
                                                                  (INCEPTION
                                                    YEAR            OF CLASS)
                                                    ENDED           THROUGH
                                                 DECEMBER 31,     DECEMBER 31,
                                                     1998             1997
                                                     ----             ----
<S>                                                <C>               <C>
Net Asset Value, Beginning of Period               $ 25.49           $23.41
                                                   -------           ------
INCOME (LOSS) FROM INVESTMENT OPERATIONS
Net Investment Income                                0.53              0.18
Net Realized and Unrealized Gains (Losses)          (4.62)             2.42
                                                   ------            ------
Total From Investment Operations                    (4.09)             2.60
                                                   ------            ------
DIVIDENDS AND DISTRIBUTIONS
Net Investment Income                               (0.53)            (0.18)
Distributions from Realized Gains                        -            (0.27)
Return of Capital                                   (0.06)            (0.07)
                                                   ------            ------
Total Dividend and Distributions                    (0.59)            (0.52)
                                                   ------            ------
 Net Asset Value, End of Period                   $ 20.81            $25.49
                                                  =======            ======

TOTAL RETURN(1)                                    (16.20)%           11.12%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000 omitted)           $34,336            $8,322
Ratio of Expenses to Average Net Assets             2.02%              2.03%*
Ratio of Net Investment Income to Average
 Net Assets                                         2.59%              2.56%*
Portfolio Turnover Rate(2)                         19.14%             12.50%
</TABLE>

(1)  Assumes  hypothetical  initial  investment  on the  business day before the
     first  day of the  fiscal  period  (or  inception  of  offering),  with all
     dividends  and  distributions   reinvested  in  additional  shares  on  the
     reinvestment  date, and redemption at the net asset value calculated on the
     last business day of the fiscal period.  Sales charges are not reflected in
     total  returns.  Total returns are not  annualized for periods of less than
     one full year.

(2)  The lesser of  purchases  or sales of  portfolio  securities  for a period,
     divided by the monthly average of the market value of portfolio  securities
     owned during the period.  Securities  with a maturity or expiration date at
     the  time of  acquisition  of one  year  or  less  are  excluded  from  the
     calculation.

* Annualized

See Notes to Financial Statements.
                                       91
<PAGE>
DAVIS SERIES, INC.
FINANCIAL HIGHLIGHTS
DAVIS REAL ESTATE FUND
================================================================================
The following financial  information  represents selected data for each share of
capital stock outstanding throughout the period.

CLASS Y
<TABLE>
<CAPTION>
                                                                 NOVEMBER 8,1996
                                                                   (INCEPTION
                                                                    OF CLASS)
                                    YEAR ENDED     YEAR ENDED       THROUGH
                                   DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                      1998           1997             1996
                                      ----           ----             ----
<S>                                <C>             <C>               <C>
Net Asset Value,  Beginning
 of Period                         $ 25.56         $ 21.37           $ 19.29
                                   -------         -------           -------
INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net Investment Income                 0.83            0.79              0.13
Net Realized and Unrealized
 Gains (Losses)                      (4.67)           4.54              2.35
                                   -------         -------           -------
Total From Investment Operations     (3.84)           5.33              2.48
                                   -------         -------           -------
DIVIDENDS AND DISTRIBUTIONS
Net Investment Income                (0.83)          (0.79)            (0.13)
Distributions from Realized Gains       --           (0.27)            (0.25)
Return of Capital                    (0.03)          (0.08)            (0.02)
                                   -------         -------           -------
Total Dividend and  Distributions    (0.86)          (1.14)            (0.40)
                                   -------         -------           -------
 Net Asset Value, End of Period    $ 20.86         $ 25.56           $ 21.37
                                   =======         =======           =======
TOTAL RETURN (1)                    (15.20)%         25.29%            12.89%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
 (000 omitted)                     $37,054         $27,147           $18,165
Ratio of Expenses to Average
 Net Assets                           0.83%(2)        1.00%             1.18%*
Ratio of Net Investment Income
 to Average Net Assets                3.79%           3.47%             4.22%*
Portfolio Turnover Rate(3)           19.14%          12.50%            18.60%
</TABLE>

(1)  Assumes  hypothetical  initial  investment  on the  business day before the
     first  day of the  fiscal  period  (or  inception  of  offering),  with all
     dividends  and  distributions   reinvested  in  additional  shares  on  the
     reinvestment  date, and redemption at the net asset value calculated on the
     last business day of the fiscal period.  Sales charges are not reflected in
     the total  returns.  Total returns are not  annualized  for periods of less
     than one full year.

(2)  Ratio of expenses to average net assets  after the  reduction  of custodian
     fees under a custodian agreement was 0.82% for 1998.

(3)  The lesser of  purchases  or sales of  portfolio  securities  for a period,
     divided by the monthly average of the market value of portfolio  securities
     owned during the period.  Securities  with a maturity or expiration date at
     the  time of  acquisition  of one  year  or  less  are  excluded  from  the
     calculation.

* Annualized

See Notes to Financial Statements.
                                       92
<PAGE>
DAVIS SERIES, INC.
INCOME TAX INFORMATION (UNAUDITED)
December 31, 1998
================================================================================
    In early 1999, shareholders will receive information regarding all dividends
and  distributions  paid  to  them  by  the  Fund  during  calendar  year  1998.
Regulations  of the U.S.  Treasury  Department  require  the Fund to report this
information to the Internal Revenue Service.

DAVIS GROWTH OPPORTUNITY FUND

    Distributions  of $1.03 per share were paid to Class A, Class B, Class C and
Class  Yshareholders  during the calendar year 1998, all of which was designated
as a "capital  gain  distribution"  for  federal  income tax  purposes.  Whether
received in stock or cash,  the capital gain  distribution  should be treated by
shareholders  as a gain from the sale of capital  assets  held for more than one
year (long-term capital gains).

    None of the  dividends  paid by the Fund during the calendar year ended 1998
are eligible for the corporate dividend-received deduction.

DAVIS GOVERNMENT BOND FUND

    None of the  dividends  paid by the Fund during the calendar year ended 1998
are eligible for the corporate dividend-received deduction.

DAVIS CONVERTIBLE SECURITIES FUND

    Distributions  of $1.04000,  $0.81850,  $0.83350 and $1.11980 per share were
paid to Class A, Class B, Class C and Class  Yshareholders  during the  calendar
year 1998, of which $0.27000 was designated as a "capital gain distribution" for
federal income tax purposes. Whether received in stock or cash, the capital gain
distribution  should  be  treated  by  shareholders  as a gain  from the sale of
capital assets held for more than one year (long-term capital gains).

    Dividends paid by the Fund during the calendar year ended 1998 which are not
designated as capital gain distributions should be multiplied by 37.6% to arrive
at the net amount eligible for the corporate dividend-received deduction.

DAVIS REAL ESTATE FUND

    Dividends paid by the Fund during the calendar year ended 1998 which are not
designated as capital gain distributions  should be multiplied by 7.1% to arrive
at the net amount eligible for the corporate dividend-received deduction.

    The foregoing  information is presented to assists shareholders in reporting
distributions received from the Fund to the Internal Revenue Service. Because of
the complexity of the federal  regulations  which may affect your individual tax
return and the many variations in state and local regulations, we recommend that
you consult your tax adviser for specific guidance.

                                       93
<PAGE>
DAVIS SERIES, INC.
INDEPENDENT AUDITORS' REPORT
================================================================================
TO THE SHAREHOLDERS AND BOARD OF DIRECTORS
OF DAVIS SERIES, INC.:

     We have audited the  accompanying  statements of assets and  liabilities of
Davis Growth  Opportunity  Fund,  Davis  Government Bond Fund,  Davis Government
Money Market Fund, Davis Financial Fund, Davis  Convertible  Securities Fund and
Davis Real Estate Fund including the schedules of investments as of December 31,
1998 and the related statements of operations,  the statements of changes in net
assets,  and the financial  highlights for the year then ended.  These financial
statements  and  financial  highlights  are  the  responsibility  of the  Funds'
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  and  financial  highlights  based on our audits.  The  statements of
changes in net assets for the year ended  December  31,  1997 and the  financial
highlights for each of the years in the four-year period ended December 31, 1997
were audited by other auditors  whose report dated February 13, 1998,  expressed
an unqualified opinion of this information.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  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.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1998, by correspondence  with the custodian and brokers;  and where
confirmations  were not  received  from  brokers,  we performed  other  auditing
procedures.  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  audits  provide  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  positions of
Davis Growth  Opportunity  Fund,  Davis  Government Bond Fund,  Davis Government
Money Market Fund, Davis Financial Fund, Davis  Convertible  Securities Fund and
Davis Real Estate Fund as of December 31, 1998,  and the results of  operations,
the changes in net assets and the financial  highlights for the year then ended,
in conformity with generally accepted accounting principles.

                                    KPMG LLP
Denver, Colorado
February 5, 1999

                                       94
<PAGE>
                                            DAVIS SERIES, INC.

       124 East Marcy Street Santa Fe, New Mexico 87501

          DIRECTORS                                 OFFICERS
      Jeremy H. Biggs                            Jeremy H. Biggs
      Wesley E. Bass, Jr.                          CHAIRMAN
      Marc P. Blum                               Shelby M.C. Davis
      Andrew A. Davis                              PRESIDENT
      Christopher C. Davis                       Kenneth C. Eich
      Jerry D. Geist                               VICE PRESIDENT
      D. James Guzy                              Sharra L. Reed
      G. Bernard Hamilton                          VICE PRESIDENT,
      LeRoy E. Hoffberger                          TREASURER &
      Laurence W. Levine                           ASSISTANT SECRETARY
      Christian R. Sonne                         Thomas D. Tays
                                                   VICE PRESIDENT & SECRETARY
                                                 Christopher C. Davis
                                                   VICE PRESIDENT
                                                 Andrew A. Davis
                                                   VICE PRESIDENT
                                                 Carolyn H Spolidoro
                                                   VICE PRESIDENT


INVESTMENT ADVISER
Davis Selected Advisers, L.P.
124 East Marcy Street
Santa Fe, New Mexico  87501
(800) 279-2279

DISTRIBUTOR
Davis Distributors, LLC
124 East Marcy Street
Santa Fe, New Mexico  87501

TRANSFER AGENT & CUSTODIAN
State Street Bank and Trust Company
c/o The Davis Funds
P.O. Box 8406
Boston, MA 02266-8406

COUNSEL
D'Ancona & Pflaum
111 E. Wacker Drive, Suite 2800
Chicago, Illinois  60601-4205

AUDITORS
KPMG LLP
707 Seventeenth Street, Suite 2300
Denver, CO 80202
================================================================================

FOR MORE INFORMATION ABOUT DAVIS SERIES, INC. INCLUDING  MANAGEMENT FEE, CHARGES
AND EXPENSES,  SEE THE CURRENT  PROSPECTUS  WHICH MUST PRECEDE OR ACCOMPANY THIS
REPORT.
                                       95


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