DAVIS NEW YORK VENTURE FUND INC
N-30D, 1999-04-06
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<PAGE>

SEMI-ANNUAL REPORT                                              January 31, 1999






Davis Growth &
Income Fund










Davis
Funds
"Over 25 years of Reliable Investing"



<PAGE>
DAVIS GROWTH & INCOME FUND
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 GROWTH & INCOME FUND
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.(3)

Sincerely,


/s/ Shelby M.C. Davis

Shelby M.C. Davis
Chief Investment  Officer

March 15, 1999
                                       2

<PAGE>
DAVIS GROWTH & INCOME FUND
P.O. Box 1688, 124 East Marcy Street
Santa Fe, New Mexico  87501
================================================================================

MANAGEMENT'S DISCUSSION AND ANALYSIS

+      The Davis Growth & Income  Fund's Class A shares  provided a total return
       (based  on net  asset  value) of 4.65%  for the  six-month  period  ended
       January  31,  1999 and 2.66% from its  inception  on May 1, 1998  through
       January 31,  1999.(4) By way of comparison  the funds  included in Lipper
       Analytical Services' growth and income category provided returns of 7.66%
       and 5.54%, respectively, for the same time periods.(5)

+      The Fund  brings  together  the  top-down  asset  allocation  insight and
       bottom-up portfolio  management skills of Shelby,  Christopher and Andrew
       Davis. Assets are allocated among a varying blend of quality stocks, real
       estate securities, convertible securities and traditional bonds according
       to an approach  used  successfully  by the Davises for decades to balance
       their family's growth and income objectives.(6)

+      The  Fund is  designed  as a core  holding  for  investors  who  want the
       long-term  returns  of growth  stock  investments  while  managing  risks
       through the stability of income-oriented securities.(7)

PERFORMANCE OVERVIEW

AN INTERVIEW WITH ANDREW A. DAVIS AND CHRISTOPHER C. DAVIS, PORTFOLIO MANAGERS

Q.  How would you describe the Fund's performance in 1998?

A. The Fund is structured  with a mix of asset classes that allows us to be both
offensive  and  defensive  through  full  market  cycles.  Perhaps  the  biggest
contributor to the Fund's disappointing returns last year was the fact that some
20% of the portfolio is allocated to defensive real estate  securities--and real
estate was one of the  worst-performing  market  sectors in 1998.  For us, these
sharp price declines equate to an increase in  opportunity.  In fact, we believe
real estate  investment  trusts  (REITs)  represent  some of the best values and
offer some of the best fundamentals available in the market today.(8)

By almost  every  measure  other than stock  prices,  we believe 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.  Moreover,  those yields  appear safe except under a
worst-case scenario, which we think is unlikely to happen.(9)

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 recession in real estate.

But the environment is much different  today.  The economy appears to be heading
for a soft  landing.  While new supply of real  estate is coming,  it is nowhere
near the amounts of 10 or 15 years ago.  Furthermore,  with the economy  growing
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.

                                       3
<PAGE>
DAVIS GROWTH & INCOME FUND
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  AND  CHRISTOPHER  C.  DAVIS,   PORTFOLIO
MANAGERS-CONTINUED

Q. What have you done to take  advantage of what you believe is a temporary drop
in real estate stock valuations?

A. In this environment,  we have concentrated the Fund's real estate investments
on  high-quality  REITs in diverse  areas.  Among our favorite  holdings now are
Centerpoint  Properties,  in the industrial sector; Vornado, a diversified REIT;
and JDN Realty, a shopping-center REIT. (10)

Looking at the real estate  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%.  This  means  total  returns  of 10% to 15% are
possible,  assuming multiples hold at their current level or better. All in all,
we believe the evidence is solidly in favor of real estate  making a significant
upward move, although we cannot predict when this might occur.(11)

Q.  How did the fund's equity investments perform last year?

A. The fund's equity performance was also  disappointing last year.  Although we
do not judge  ourselves on such  short-term  results,  it is worth  studying the
causes of such results to see what can be learned from them. We generally divide
these  causes  into two  categories.  The first is  mistakes.  Now,  it is not a
mistake if we buy a stock and it subsequently goes down. We recognize that every
stock we purchase will probably  trade lower at some point in the future than on
the day we bought it.  But it is a mistake  if we buy a stock that  subsequently
goes down and we don't want to add to our  position--or  worse,  we want to sell
it.

An example of a mistake  was our  purchase of  Schlumberger.(10)  Although it is
currently selling for  significantly  less than we paid for it, the fundamentals
of the oil service  industry have  deteriorated so  dramatically  that it is not
clearly more attractive even at these lower prices.  Unlike our holdings in real
estate, the decline in Schlumberger's price has not necessarily created a buying
opportunity.

A second  cause of the Fund's  relative  underperformance  in equities was not a
mistake  but was  instead a direct  result of our  investment  philosophy.  This
philosophy  includes a strict  price  discipline  that  prevents  us from buying
high-flying glamorous growth companies--not because we don't like the companies,
but  because  we don't  like  their high  valuations.  In  particular,  we see a
speculative  bubble developing in Internet stocks where valuations have inflated
to levels  reminiscent  of the biotech craze of the early 1990s and the emerging
markets craze of the mid-1990s.

Unfortunately, the outstanding performance of just these kinds of glamour stocks
drove the market last year,  and not owning them hurt our relative  performance.
Nevertheless, we think that our price discipline has served the Davis Funds well
over the years and it will remain at the heart of our investment philosophy.

                                       4
<PAGE>
DAVIS GROWTH & INCOME FUND
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  AND  CHRISTOPHER  C.  DAVIS,   PORTFOLIO
MANAGERS-CONTINUED

Another  aspect  of our  investment  philosophy  that  contributed  to our mixed
short-term  results was our  fundamental  belief in the  importance of companies
having successful international operations.  Last year, it wasn't fashionable to
have  significant  operations  outside  the  United  States,  and that  hurt the
performance   of   portfolio    holdings   such   as   American    Express   and
Hewlett-Packard.(10)  But the fact  that  95% of the  world's  population  lives
outside the United  States  should  make it obvious  that the ability to operate
globally  is a big  long-term  advantage.(12)  Unlike the  category  of mistakes
discussed  above, our belief in being global and our price discipline are at the
heart of our investment process, for better or for worse.

Q.  Could you comment on the Fund's holdings of financial stocks?

A. Given the poor relative showing of financial stocks last year, some investors
have asked if we consider the Fund's  ownership of many  high-quality  financial
companies to be a mistake.  We do not.  First, we always remember that financial
stocks rarely  perform in a uniform way. For example,  while  companies  such as
BankAmerica and Allstate were down 1% and almost 14%,  respectively,  the shares
of Progressive  surged 41%. More generally,  however,  we continue to think that
favorable   demographics,   a   benign   interest-rate   environment,    ongoing
consolidation  and the  globalization  of the financial  industry  combined with
reasonable valuations make this diverse sector an attractive area to be invested
in.

Another question we often receive concerns the large position we held in General
Re, which was purchased by Berkshire  Hathaway last year. Our current  intention
is to keep the Berkshire  Hathaway shares we received from this merger.  We have
attended  Berkshire's  annual  meeting  in Omaha  for many  years  and have long
admired CEO Warren Buffett and his partner Charles Munger.

Q.  What about the Fund's investments in convertibles?

A. As an asset class,  we believe that  convertibles  are a required part of any
well-balanced portfolio.  They combine the benefits of equity ownership with the
benefits  of  owning  bonds.  Still,  we'd  been  saying  for the past year that
convertibles  looked pricey, and they didn't rally nearly as much as the S&P 500
in 1998.  For  1999,  the  picture  appears  brighter  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.

Q. What is your overall market outlook as we move into the next century?

A.  Looking  ahead,  if the market  euphoria  leading  up to the new  millennium
continues,  we may again lag behind funds that do not use a price  discipline in
choosing their stocks.  In such an  environment,  we would be pleased to achieve
good absolute results even if relative results lag.

Our price  discipline is an important  element in controlling  risk and avoiding
big losses, such as those investors  experienced in 1973 and 1974 when a similar
bubble in growth stock valuations burst. Because our family and employees remain
among the largest  shareholders of the Davis Growth & Income Fund, we feel it is
vital to control risk. We've often said that a successful  long-term  investment
record  is  built as much by  avoiding  the big  losses  as by  picking  the big
winners. In the coming years, that theory may again be put to the test.(13)

                                       5
<PAGE>
DAVIS GROWTH & INCOME FUND
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  AND  CHRISTOPHER  C.  DAVIS,   PORTFOLIO
MANAGERS-CONTINUED

In  addition  to  euphoria,  the  approaching  millennium  may begin to increase
investor  anxiety  regarding   possible  year  2000  computer   problems.   Such
uncertainty  combined  with such  euphoria  promises to create  another  year of
exceptional  volatility  that  will  again  test  investors'  nerves.   Although
short-term results may be extremely volatile, we feel confident that the Fund is
positioned to weather any storm. We appreciate  shareholders' trust in investing
with us.

- ----------

This Semi-annual  report is furnished to you by Davis  Distributors,  LLC, which
acts as the  distributor  for the Davis Growth & Income Fund.  This  Semi-annual
report is authorized  for  distribution  only when  accompanied or preceded by a
current  prospectus  of the Davis  Growth & Income  Fund,  which  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.

* (Without a 4.75% Sales  Charge taken into  consideration  for the period ended
January 31, 1999)

<TABLE>
<CAPTION>
FUND NAME                                     INCEPTION
- ---------                                     ---------
<S>                                           <C>
Davis Growth & Income Fund A                  2.66% - 05/01/98
</TABLE>

** (With a 4.75% Sales  Charge  taken into  consideration  for the period  ended
January 31, 1999)

<TABLE>
<CAPTION>
FUND NAME                                     INCEPTION
- ---------                                     ---------
<S>                                           <C>
Davis Growth & Income Fund A                  (2.23%) - 05/01/98
</TABLE>

Returns have not been annualized.  Returns for other classes of shares will vary
from the above returns.

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

                                       6
<PAGE>
DAVIS GROWTH & INCOME FUND
P.O. Box 1688, 124 East Marcy Street
Santa Fe, New Mexico  87501
================================================================================

MANAGEMENT'S DISCUSSION AND ANALYSIS-CONTINUED

(6) That fact that asset  allocation  has met the needs of the Davis  family for
both growth and income does not assure that the Davis  Growth & Income Fund will
meet  the  needs of  other  investors.  Every  investor  has a  unique  blend of
investment  objectives and risk  tolerances and should discuss their  investment
needs with their own financial advisor.

(7) There can be no assurance  that an  investment  in the Davis Growth & Income
Fund will  increase  in value over time.  The value of the  Fund's  shares  will
fluctuate.

(8)  There  can be no  assurance  that  the  Fund's  investment  in real  estate
securities will prove to be profitable.

(9) Investments in real estate  securities are subject to risks  associated with
the direct  ownership of real estate.  These risks include declines in the value
of real estate,  risks related to general and local  economic  conditions,  over
building or  condemnation  losses,  fluctuations  in rental  income,  changes in
neighborhood  values,  the appeal of  properties to tenants and increases in the
interest rates.

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

(11) The  opinions  expressed  are  those of the  portfolio  managers  and Davis
Selected  Advisers,  LP. They are based upon our  professional  judgement  after
reviewing the  information  available to us. There can be no guarantee  that our
options will prove to be more accurate than those of other professional managers
or that an investment in real estate will prove to be profitable.

(12)  Source:  U.S. Census Bureau.

(13) No price  discipline  or other  method of  controlling  risk can  guarantee
shareholder  will not experience a loss. Past  performance is not a guarantee of
future results.

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.
                                       7
<PAGE>
DAVIS GROWTH & INCOME FUND
SCHEDULE OF INVESTMENTS
January  31, 1999 (Unaudited)
================================================================================
<TABLE>
<CAPTION>
                                                                             VALUE
SHARES              SECURITY                                                (NOTE 1)
- ------------------------------------------------------------------------------------
COMMON STOCK - (80.62%)
<S>           <C>                                                        <C>
BANKS AND SAVINGS & LOANS - (5.76%)
 39,606       BankAmerica Corp. ......................................   $  2,648,651
100,000       Wells Fargo & Co. ......................................      3,493,750
                                                                         ------------
                                                                            6,142,401
                                                                         ------------
BUILDING MATERIALS - (7.50%)
 60,000       Martin Marietta Material, Inc. .........................      3,150,000
150,000       Masco Corp. ............................................      4,846,875
                                                                         ------------
                                                                            7,996,875
                                                                         ------------
CONSUMER PRODUCTS - (6.72%)
 50,000       Gillette Co. ...........................................      2,937,500
 90,000       Philip Morris Cos., Inc. ...............................      4,230,000
                                                                         ------------
                                                                            7,167,500
                                                                         ------------
DIVERSIFIED - (2.56%)
     42       Berkshire Hathaway, Inc. - Class A*                           2,730,000
                                                                         ------------
DIVERSIFIED FINANCIAL SERVICES - (9.81%)
 64,500       American Express Co. ...................................      6,635,438
 52,500       Citigroup, Inc. ........................................      2,943,281
 20,000       Household International, Inc. ..........................        878,750
                                                                         ------------
                                                                           10,457,469
                                                                         ------------
ELECTRONICS - (6.19%)
 30,000       Applied Materials,  Inc.* ..............................      1,894,688
 75,000       Molex Inc. .............................................      2,233,594
 25,000       Texas Instruments Inc. .................................      2,471,875
                                                                         ------------
                                                                            6,600,157
                                                                         ------------
ENERGY - (0.67%)
 15,000       Schlumberger Ltd. ......................................        714,375
                                                                         ------------
FOOD & RESTAURANT - (3.33%)
 45,000       McDonald's Corp. .......................................      3,546,563
                                                                         ------------
MACHINERY - (2.91%)
100,000       Dover Corp. ............................................      3,106,250
                                                                         ------------
PROPERTY/CASUALTY INSURANCE - (9.77%)
 30,000       The Allstate Corp. .....................................      1,126,875
 30,000       Chubb Corp. ............................................      1,762,500
 35,000       Progressive Corp. (Ohio) ...............................      4,372,813
 42,000       Transatlantic Holdings Inc. ............................      3,147,375
                                                                         ------------
                                                                           10,409,563
                                                                         ------------
REAL ESTATE - (16.80%)
177,900       Boardwalk Equities, Inc.* ..............................      1,711,144
 61,000       CenterPoint Properties Corp. ...........................      1,990,125
  6,500       Crescent Operating, Inc.* ..............................         32,094
150,000       Crescent Real Estate Equities, Inc. ....................      3,178,125
  2,900       General Growth Properties. Inc. ........................        100,413
</TABLE>
                                       8
<PAGE>
DAVIS GROWTH & INCOME FUND
SCHEDULE OF INVESTMENTS - Continued
January  31, 1999 (Unaudited)
================================================================================
<TABLE>
<CAPTION>
                                                                               VALUE
SHARES/PRINCIPAL              SECURITY                                        (NOTE 1)
- --------------------------------------------------------------------------------------
COMMON STOCK - CONTINUED
<S>           <C>                                                         <C>
REAL ESTATE - CONTINUED
 84,000       JDN Realty Corp. ........................................   $  1,785,000
 81,200       Mack-Cali Realty Corp. ..................................      2,425,850
110,000       Rouse Co. ...............................................      2,598,750
 41,000       Starwood Hotels & Resorts ...............................      1,025,000
 86,800       Vornado Realty Trust ....................................      3,065,125
                                                                          ------------
                                                                            17,911,626
TECHNOLOGY - (8.60%)
 72,000       Hewlett-Packard Co. .....................................      5,643,000
 25,000       Intel Corp. .............................................      3,521,092
                                                                          ------------
                                                                             9,164,092
                                                                          ------------
                Total Common Stocks - (identified cost $83,103,259)....     85,946,871
                                                                          ------------
CONVERTIBLE BONDS - (1.46%)
              Cincinnati Financial Corp.,  Conv. Sub. Deb., 5.50%,
                $660,000  05/01/02 - (identified cost $1,672,963)......      1,558,425
                                                                          ------------
PREFERRED STOCK - (11.07%)
 80,000       General  Growth Properties, 7.25%, Conv. Pfd. ...........      1,940,000
 13,300       Mediaone Group , 6.25%,"ATI" PIES, Conv. Pfd. ...........      1,093,925
100,000       Sealed Air Corp., $2.00, Ser. A, Cum. Conv. Pfd..........      5,312,500
 38,000       Union Pacific Cap Trust, 6.25%, Ser. 144A Conv.
                Pfd.(b) ...............................................      1,900,000
 30,000       Vornado Realty Trust, 6.50%, Ser. A, Cum. Conv. Pfd......      1,560,000
                                                                          ------------
                 Total Preferred Stocks - (identified cost
                   $10,926,068) .......................................     11,806,425
                                                                          ------------
SHORT TERM INVESTMENTS - (6.69%)
7,128,000     State Street Bank and Trust Co. Repurchase  Agreement,
              4.70%,  02/01/99, dated 01/29/99, repurchase value of
              $7,130,792 (collateralized by $7,025,000 par value
              U.S. Note, 6.88%, 07/31/99, market value $7,342,811)
              - (identified cost $7,128,000) ..........................      7,128,000
                                                                          ------------
              Total Investments - (identified cost
              $102,830,290)(99.84%)(a) ................................    106,439,721
              Other Assets Less Liabilities- (0.16%) ..................        170,786
                                                                          ------------
                Net Assets - ( 100%) ..................................   $106,610,507
                                                                          ============
</TABLE>

(a) Aggregate cost for Federal Income Tax purposes is  $102,830,290.  At January
31, 1999 unrealized appreciation (depreciation) of securities for Federal Income
Tax purposes was as follows:
<TABLE>
<S>                                                                      <C>
              Unrealized appreciation .................................   $ 9,914,652
              Unrealized depreciation .................................    (6,305,221)
                                                                          -----------
                Net appreciation ......................................   $ 3,609,431
                                                                          ===========
</TABLE>

(b) This  security is subject to Rule 144A.  The Board of  Directors of the Fund
has  determined  that there is sufficient  liquidity in such security to realize
current  valuations.  The security  amounts to $1,900,000 or 1.78% of the Fund's
net assets as of January 31, 1999.

*    Non-Income Producing Security

See Notes to Financial Statements
                                       9
<PAGE>

DAVIS GROWTH & INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES
At January 31,1999 (Unaudited)
================================================================================
<TABLE>
<CAPTION>
<S>                                                                     <C>
ASSETS:
  Investments in securities, at value (including repurchase
    agreement of $7,128,000) (identified cost $102,830,290)
    (see accompanying Schedule of Investments) ......................   $106,439,721
  Cash ..............................................................          2,112
  Receivables:
    Capital stock sold ..............................................        353,393
    Dividends and interest ..........................................        162,546
  Prepaid expenses ..................................................         15,000
                                                                        ------------
      Total assets ..................................................    106,972,772
                                                                        ------------
LIABILITIES:
  Payables:
    Capital stock redeemed ..........................................        190,632
    Investment securities purchased .................................         32,500
  Accrued expenses ..................................................        139,133
                                                                        ------------
      Total liabilities .............................................        362,265
                                                                        ------------

NET ASSETS ..........................................................   $106,610,507

NET ASSETS CONSIST OF:
  Par value of shares of capital stock ..............................   $    524,629
  Additional paid-in capital ........................................    102,082,826
  Undistributed net investment income ...............................        150,605
  Net unrealized appreciation on investments ........................      3,609,431
  Accumulated net realized gain .....................................        243,016
                                                                        ------------
     Net assets .....................................................   $106,610,507
                                                                        ============
  CLASS A SHARES
    Net assets ......................................................   $ 58,429,991
    Shares outstanding ..............................................      5,744,192
    Net asset value and redemption price per share ..................   $      10.17
                                                                        ============
    Maximum offering price per share (100/95.25 of $10.17) ..........   $      10.68
                                                                        ============
  CLASS B SHARES
    Net assets ......................................................   $ 30,629,509
    Shares outstanding ..............................................      3,019,934
    Net asset value and redemption price per share ..................   $      10.14
                                                                        ============
  CLASS C SHARES
    Net assets ......................................................   $ 10,323,980
    Shares outstanding ..............................................      1,018,007
    Net asset value and redemption price per share ..................   $      10.14
                                                                        ============
  CLASS Y SHARES
    Net assets ......................................................   $  7,227,027
    Shares outstanding ..............................................        710,442
    Net asset value and redemption price per share ..................   $      10.17
                                                                        ============
</TABLE>

See Notes to Financial Statements.

                                       10
<PAGE>
DAVIS GROWTH & INCOME FUND
STATEMENT OF OPERATIONS
For the six months ended January 31, 1999 (Unaudited)
================================================================================
<TABLE>
<CAPTION>
<S>                                                                      <C>
INVESTMENT INCOME:
  Income:
    Dividends..........................................................  $1,030,637
    Interest ..........................................................     322,111
                                                                         ----------
      Total income ....................................................   1,352,748

  Expenses:
    Management fees (Note 3) ................................  $337,613
    Custodian fees ..........................................    25,552
    Transfer agent fees
      Class A ...............................................    17,755
      Class B ...............................................    24,029
      Class C ...............................................     8,132
      Class Y ...............................................       999
    Audit fees ..............................................     4,967
    Legal fees ..............................................     1,536
    Accounting fees (Note 3) ................................     3,000
    Reports to shareholders .................................     4,994
    Directors' fees and expenses ............................       837
    Registration and filing fees ............................    59,150
    Miscellaneous ...........................................     1,587
    Payments under distribution plan (Note 4)
      Class A ...............................................    24,890
      Class B ...............................................   123,896
      Class C ...............................................    39,368
                                                               --------
        Total expenses ................................................     678,305
        Expenses paid indirectly (Note 6) .............................      (1,255)
                                                                         ----------
        Net expenses ..................................................     677,050
                                                                         ----------
          Net investment income .......................................     675,698
                                                                         ----------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS:

  Net realized gain from investment transactions ......................     243,016
  Net increase  in unrealized appreciation of investments .............   5,127,153
                                                                         ----------
    Net realized and unrealized gain on investments ...................   5,370,169
                                                                         ----------
      Net increase in net assets resulting from operations ............  $6,045,867
                                                                         ==========
</TABLE>

See Notes to Financial Statements.

                                       11
<PAGE>
DAVIS GROWTH & INCOME FUND
STATEMENT OF CHANGES IN NET ASSETS
================================================================================
<TABLE>
<CAPTION>
                                                                   SIX
                                                               MONTHS ENDED       PERIOD ENDED
                                                             JANUARY 31, 1999       JULY 31,
                                                               (UNAUDITED)           1998(1)
                                                               -----------           -------
<S>                                                           <C>                <C>
OPERATIONS:
    Net investment income ................................    $     675,698      $    225,562
    Net realized gain from investment transactions .......          243,016                --
    Net change in unrealized appreciation/(depreciation)
       of investments ....................................        5,127,153        (1,517,722)
                                                              -------------      ------------
       Net increase (decrease)  in net assets resulting
         from operations .................................        6,045,867        (1,292,160)

  DIVIDENDS AND DISTRIBUTIONS
  TO SHAREHOLDERS FROM:

    Net investment income:
       Class A ...........................................         (495,280)               --
       Class B ...........................................         (137,136)               --
       Class C ...........................................          (44,341)               --
       Class Y ...........................................          (73,898)               --

  CAPITAL SHARE TRANSACTIONS (NOTE 5) ....................       26,511,101        76,096,354
                                                              -------------      ------------
       Total increase  in net assets .....................       31,806,313        74,804,194

  NET ASSETS:

    Beginning of period ..................................       74,804,194                --
                                                              -------------      ------------
    End of period  (including undistributed net income
      of $150,605 and $225,562, respectively).............    $ 106,610,507      $ 74,804,194
                                                              =============      ============
</TABLE>

(1)    The Fund commenced operations on May 1, 1998.

See Notes to Financial Statements.

                                       12
<PAGE>
DAVIS GROWTH & INCOME FUND
NOTES TO FINANCIAL STATEMENTS
January  31, 1999 (Unaudited)
================================================================================

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Fund is a separate  series of Davis New York Venture  Fund,  Inc.,  which is
registered  under  the  Investment  Company  Act  of  1940,  as  amended,  as  a
diversified,  open-end  management  investment  company.  The Fund's  investment
objective is both capital growth and income.  The Fund  commenced  operations on
May 1, 1998.  The Fund offers shares in four classes,  Class A, Class B, Class C
and Class Y. The Class A shares are sold with a front-end  sales  charge and the
Class B and Class 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's
distribution  arrangement),  liquidation and  distributions.  The following is a
summary  of  significant  accounting  policies  followed  by  the  Fund  in  the
preparation of its financial statements.

SECURITY  VALUATION  -  Portfolio   securities  traded  on  national  securities
exchanges are valued at the published last sales prices on the exchange,  or, in
the absence of recorded sales, at the average of closing bid and asked prices on
such exchange.  Over-the-counter securities are valued at the average of closing
bid and asked prices.  If no  quotations  are  available,  the fair value of the
investment  is  determined  by or at the  direction  of the Board of  Directors.
Investments in short-term securities (maturing in sixty days or less) are valued
at amortized cost unless the Board of Directors determines that such cost is not
a fair value.  The valuation  procedures are reviewed and subject to approval by
the Board of Directors.

FEDERAL  INCOME TAXES - It is the Fund's policy to comply with the  requirements
of the Internal Revenue Code applicable to regulated investment companies and to
distribute  substantially all of its taxable income to shareholders.  Therefore,
no provision for federal income or excise tax is required.

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.  Dividend  income  is  recorded  on the  ex-dividend  date and
interest income is recorded on the accrual basis. 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.

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 Fund.
The Fund adjusts the  classification of distributions to shareholders to reflect
the differences between financial statement amounts and distributions determined
in accordance with income tax regulations.

                                       13
<PAGE>
DAVIS GROWTH & INCOME FUND
NOTES TO FINANCIAL STATEMENTS - Continued
January  31, 1999 (Unaudited)
================================================================================

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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.

NOTE 2 - PURCHASES AND SALES OF SECURITIES

Purchases and sales of investment securities  (excluding short-term  securities)
for the six months ended  January 31, 1999,  were  $40,292,758  and  $5,678,791,
respectively.

NOTE 3 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Advisory fees are paid to Davis Selected  Advisers,  L.P. (the "Adviser") at the
annual rate of 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 six months  ended  January  31,  1999  amounted  to  $6,498.  Boston
Financial Data Services is the Fund's  primary  transfer  agent.  The Adviser is
also paid for certain  transfer agent  services.  The fee for the these services
for the six months ended January 31, 1999 amounted to $6,123.  State Street Bank
& Trust Co. is the Fund's primary  accounting  provider,  fees for such services
are  included  in the  custodian  fee.  The  Adviser  is also  paid for  certain
accounting services. The fee amounted to $3,000 for the six months ended January
31, 1999.  Certain directors and the officers of the Fund are also directors and
officers of the general partner of the Adviser.

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

The Fund has adopted procedures to treat Shelby Cullom Davis & Co. ("SCD") as an
affiliate of the  Adviser.  During the six months  ended  January 31, 1999,  SCD
received  $5,700 in commissions on the purchases of portfolio  securities in the
Fund.

NOTE 4 - DISTRIBUTION AND UNDERWRITING FEES

CLASS A SHARES

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

                                       14
<PAGE>
DAVIS GROWTH & INCOME FUND
NOTES TO FINANCIAL STATEMENTS - Continued
January  31, 1999 (Unaudited)
================================================================================

NOTE 4 - DISTRIBUTION AND UNDERWRITING FEES - CONTINUED
CLASS A SHARES-CONTINUED

During the six months  ended  January 31,  1999,  Davis  Distributors,  LLC, the
Fund's Underwriter (the  "Underwriter" or "Distributor")  received $140,163 from
commissions  earned on sales of Class A shares of the Fund, of which $22,729 was
retained  by the  Underwriter  and the  remaining  $117,434  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 Fund's 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 for which the Underwriter  pays no service fees to other
firms.  The service fee for Class A shares of the Fund for the six months  ended
January 31, 1999 was $24,890.

CLASS B SHARES

Class B shares of the Fund are sold at net asset  value and are  redeemed at net
asset value less a contingent deferred sales charge if redeemed within six years
of purchase.

The Fund pays a  distribution  fee to reimburse the  Distributor  for commission
advances on the sale of the Fund's Class B shares.  The National  Association of
Securities  Dealers,  Inc., ("NASD") limits the percentage of the Fund's 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 rule
also limits the aggregate  amount the Fund may pay for  distribution to 6.25% of
gross Fund sales since  inception of the Rule 12b-1 plan,  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 six months ended  January 31,  1999,  Class B shares of the Fund made
distribution  plan  payments  which  included  distribution  fees of $92,887 and
service fees of $31,009.

Commission advances by the Distributor during the six months ended July 31, 1999
on the  sale of  Class B  shares  of the Fund  amounted  to  $312,722,  of which
$304,622 was re-allowed to qualified selling dealers.

The  Distributor  intends to seek payment from Class B shares of the Fund in the
amount of  $890,610,  representing  the  cumulative  commission  advances by the
Distributor on the sale of the Fund's Class B shares, plus interest,  reduced by
cumulative distribution fees paid by the Fund and cumulative contingent deferred
sales  charges  paid by  redeeming  shareholders.  The Fund  has no  contractual
obligation to pay any such  distribution  charges and the amount, if any, timing
and condition of such payment are solely within the  discretion of the Directors
who are not interested persons of the Fund or the Distributor.

         A  contingent  deferred  sales  charge is imposed  upon  redemption  of
certain  Class B shares of the Fund 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 six
months ended  January 31, 1999 the  Distributor  received  $19,339 in contingent
deferred sales charges from Class B shares of the Fund.

                                       15
<PAGE>
DAVIS GROWTH & INCOME FUND
NOTES TO FINANCIAL STATEMENTS - Continued
January  31, 1999 (Unaudited)
================================================================================

NOTE 4 - DISTRIBUTION AND UNDERWRITING FEES - CONTINUED

CLASS C SHARES

Class C shares of the Fund 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 Fund pays the Distributor 1% of the Fund's 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.

During the six months ended  January 31,  1999,  Class C shares of the Fund made
distribution payments of $39,368.  During the six months ended January 31, 1999,
the Distributor  received $2,966 in contingent deferred sales charges from Class
C shares of the Fund.

NOTE 5 - CAPITAL STOCK

At January 31, 1999, there were 3,000,000,000 shares of capital stock ($0.05 par
value per share)  authorized,  1,000,000,000  of which shares are  classified as
Davis Growth & Income Fund. Transactions in capital stock were as follows:

<TABLE>
<CAPTION>
CLASS A
                                                                    MAY 1, 1998
                                                                  (COMMENCEMENT OF
                                      SIX MONTHS ENDED               OPERATIONS)
                                      JANUARY 31, 1999                 THROUGH
                                        (UNAUDITED)                 JULY 31, 1998
                                  -------------------------    -------------------------
                                   SHARES          AMOUNT        SHARES         AMOUNT
                                   ------          ------        ------         ------
<S>                               <C>          <C>             <C>          <C>
Shares subscribed .............   1,136,058    $ 10,814,649    5,091,097    $ 50,824,732
Shares issued in reinvestment
  of distributions ............      49,938         480,686           --              --
                                  ---------    ------------    ---------    ------------
                                  1,185,996      11,295,335    5,091,097      50,824,732
Shares redeemed ...............    (510,743)     (4,908,558)     (22,159)       (219,149)
                                  ---------    ------------    ---------    ------------
Net increase ..................     675,253    $  6,386,777    5,068,938    $ 50,605,583
                                  =========    ============    =========    ============

CLASS B
                                       MAY 4, 1998                  (INCEPTION OF
                                     SIX MONTHS ENDED                   CLASS)
                                     JANUARY 31, 1999                  THROUGH
                                        (UNAUDITED)                 JULY 31, 1998
                                  -------------------------    -------------------------
                                   SHARES         AMOUNT        SHARES         AMOUNT
                                   ------         ------        ------         ------
Shares subscribed .............   1,305,172    $ 12,425,827    2,022,615    $ 20,110,464
Shares issued in reinvestment
  of distributions ............      12,580         123,779           --              --
                                  ---------    ------------    ---------    ------------
                                  1,317,752      12,549,606    2,022,615      20,110,464
Shares redeemed ...............    (297,735)     (2,868,620)     (22,699)       (227,492)
                                  ---------    ------------    ---------    ------------
Net increase ..................   1,020,017    $  9,680,986    1,999,916    $ 19,882,972
                                  =========    ============    =========    ============
</TABLE>
                                       16
<PAGE>
DAVIS GROWTH & INCOME FUND
NOTES TO FINANCIAL STATEMENTS - Continued
January  31, 1999 (Unaudited)
================================================================================

NOTE 5 - CAPITAL STOCK - CONTINUED
<TABLE>
<CAPTION>
CLASS C
                                       MAY 4, 1998               (INCEPTION OF
                                    SIX MONTHS ENDED                 CLASS)
                                    JANUARY 31, 1999                THROUGH
                                      (UNAUDITED)                JULY 31, 1998
                                ------------------------    ------------------------
                                  SHARES        AMOUNT        SHARES        AMOUNT
                                  ------        ------        ------        ------
<S>                             <C>          <C>              <C>        <C>
Shares subscribed .............   578,169    $ 5,486,536      580,058    $ 5,766,073
Shares issued in reinvestment
  of distributions ............     4,089         40,296           --             --
                                ---------    -----------    ---------    -----------
                                  582,258      5,526,832      580,058      5,766,073
Shares redeemed ...............  (127,478)    (1,230,536)     (16,832)      (164,417)
                                ---------    -----------    ---------    -----------
Net increase ..................   454,780    $ 4,296,296      563,226    $ 5,601,656
                                =========    ===========    =========    ===========

CLASS Y
                                      MAY 4, 1998                (INCEPTION OF
                                    SIX MONTHS ENDED                CLASS)
                                    JANUARY 31, 1999                THROUGH
                                      (UNAUDITED)               JULY 31, 1998
                                ------------------------    ------------------------
                                 SHARES         AMOUNT       SHARES         AMOUNT
                                 ------         ------       ------         ------
Shares subscribed .............   702,112    $ 6,073,411          622    $     6,153
Shares issued in reinvestment
  of distributions ............     7,710         73,633           --             --
                                ---------    -----------    ---------    -----------
                                  709,822      6,147,044          622          6,153
Shares redeemed ...............        (1)            (2)          (1)           (10)
                                ---------    -----------    ---------    -----------
Net increase ..................   709,821    $ 6,147,042          621    $     6,143
                                =========    ===========    =========    ===========
</TABLE>

NOTE 6 - CUSTODIAN FEES

Under an  agreement  with the  custodian  bank,  custodian  fees are reduced for
earnings  on  cash  balances  maintained  at the  custodian  by the  Fund.  Such
reductions amounted to $1,255 during the six months ended January 31, 1999.

                                       17
<PAGE>
DAVIS GROWTH & INCOME FUND
FINANCIAL HIGHLIGHTS
CLASS A & B
================================================================================

Financial  Highlights for a share of capital stock  outstanding  throughout each
period.
<TABLE>
<CAPTION>
                                                           CLASS A                           CLASS B
                                              --------------------------------   -------------------------------
                                                                  MAY 1, 1998                       MAY 4, 1998
                                                SIX MONTHS       (COMMENCEMENT      SIX MONTHS      (INCEPTION
                                                   ENDED        OF OPERATIONS)         ENDED         OF CLASS)
                                              JANUARY 31, 1999      THROUGH       JANUARY 31, 1999    THROUGH
                                                (UNAUDITED)      JULY 31, 1998      (UNAUDITED)    JULY 31, 1998
                                                -----------      -------------      -----------    -------------

<S>                                              <C>                <C>               <C>             <C>
Net Asset Value, Beginning of Period ......      $  9.81            $ 10.00           $  9.79         $ 10.00
                                                 -------            -------           -------         -------

INCOME(LOSS) FROM INVESTMENT OPERATIONS
  Net Investment Income ...................         0.08               0.03              0.03            0.01
  Net Realized and Unrealized Loss ........         0.37              (0.22)             0.37           (0.22)
                                                 -------            -------           -------         -------
    Total From Investment Operations ......         0.45              (0.19)             0.40           (0.21)

DIVIDENDS AND DISTIBUTIONS
  Dividends from Net Investment Income ....        (0.09)             --                 0.05)          --
                                                 -------            -------           -------         -------
    Total Dividends and Distributions .....        (0.09)             --                 0.05)          --

Net Asset Value, End  of Period ...........      $ 10.17            $  9.81           $  0.14         $  9.79
                                                 =======            =======           =======         =======

TOTAL RETURN (1)                                    4.65%             (1.90)%            4.10%          (2.10)%

RATIOS/SUPPLEMENTAL DATA
  Net Assets, End of Period (000 omitted)..      $58,430            $49,715           $30,630         $19,571

  Ratio of Expenses to  Average Net Assets          1.14%*             1.44%*            2.17%*          2.32%*
  Ratio of Net Investment Income to Average
    Net Assets ............................         1.87%*             1.87%*            0.84%*          0.99%*
  Portfolio Turnover Rate(2) ..............         7.40%                 0%             7.40%              0%
</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 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.

                                       18
<PAGE>
DAVIS GROWTH & INCOME FUND
FINANCIAL HIGHLIGHTS
CLASS C & Y
================================================================================

Financial  Highlights for a share of capital stock  outstanding  throughout each
period.
<TABLE>
<CAPTION>
                                                     CLASS C                        CLASS Y
                                            ---------------------------    ---------------------------
                                            SIX MONTHS     MAY 4, 1998     SIX MONTHS      MAY 4, 1998
                                               ENDED       (INCEPTION        ENDED         (INCEPTION
                                            JANUARY 31,     OF CLASS)      JANUARY 31,      OF CLASS)
                                               1999          THROUGH          1999           THROUGH
                                            (UNAUDITED)   JULY 31, 1998    (UNAUDITED)    JULY 31, 1998
                                            -----------   -------------    -----------    -------------
<S>                                           <C>            <C>             <C>              <C>
Net Asset Value, Beginning of Period ......   $  9.79        $10.00          $ 9.82           $10.00
                                              -------        ------          ------           ------

INCOME(LOSS) FROM INVESTMENT OPERATIONS
Net Investment Income .....................      0.03          0.01            0.05             0.04
Net Realized and Unrealized Loss ..........      0.37         (0.22)           0.41            (0.22)
                                              -------        ------          ------           ------
Total From Investment Operations ..........      0.40         (0.21)           0.46            (0.18)

DIVIDENDS AND DISTRIBUTIONS
Dividends from Net Investment Income ......     (0.05)           --           (0.11)              --
                                              -------        ------          ------           ------
Total Dividends and Distributions .........     (0.05)           --           (0.11)              --

Net Asset Value, End  of Period ...........   $  0.14        $ 9.79          $10.17           $ 9.82
                                              =======        ======          ======           ======

TOTAL RETURN (1) ..........................      4.10%        (2.10)%          4.71%           (1.80)%


RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000 omitted) ...   $10,324        $5,512          $7,227           $    6

Ratio of Expenses to  Average Net Assets ..      2.18%*        2.32%*          1.01%*           1.14%*
Ratio of Net Investment Income to Average .
Net Assets ................................      0.83%*        0.99%*          2.00%*           2.17%*
Portfolio Turnover Rate(2) ................      7.40%            0%           7.40%               0%
</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 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 thecalculation.

*      Annualized.

See Notes to Financial Statements.

                                       19
<PAGE>
                           DAVIS GROWTH & INCOME FUND
                124 East Marcy Street, Santa Fe, New Mexico 87501
================================================================================

       DIRECTORS                            OFFICERS
       Wesley E. Bass, Jr.                  Jeremy H. Biggs
       Jeremy H. Biggs                          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 & ASSISTANT SECRETARY
       Laurence W. Levine                   Thomas D. Tays
       Christian R. Sonne                       VICE PRESIDENT & SECRETARY
       Marsha Williams                      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, Massachusetts 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, Colorado 80202

================================================================================
FOR MORE INFORMATION ABOUT DAVIS GROWTH & INCOME FUND INCLUDING MANAGEMENT FEES,
CHARGES AND EXPENSES, SEE THE CURRENT PROSPECTUS WHICH MUST PRECEDE OR ACCOMPANY
THIS REPORT.
================================================================================

                                       20
<PAGE>

Davis Selected Advisors, L.P.
124 East Marcy Street
Santa Fe, New Mexico  87501
1-800-279-0279








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