Z SEVEN FUND INC
N-30B-2, 1996-12-09
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<PAGE>  1
               Z
             SEVEN
     THIRD  QUARTER  REPORT
        Period  Ending
      September  30,  1996

1.   Accounting  Procedures
     Reliability  &  Conservatism

2.   Consistency  of  Operating
     Earnings  Growth

3.   Strength  of  Internal
     Earnings  Growth

4.   Balance  Sheet:
     Working  Capital

5.   Balance  Sheet:
     Corporate  Liquidity

6.   Recognition:
     Owner  Diversification

7.   Value:  P/E  Under  10


<PAGE>  2
LETTER  TO  OUR  SHAREHOLDERS

Dear  Shareholder:

No  need  for you to wait until the end of the letter for an expression of our
gratitude.  We  do thank you for your confidence in our investment philosophy.
We  are  particularly thankful for the love, strength, and wisdom given by our
heavenly  creator  and  caring  shepherd.

Be  sure  to  read about our new program for the reinvestment of dividends and
capital  gains.   Important information and deadlines are contained in the box
at  the  end  of  this  letter.

1996  NINE  MONTH  INVESTMENT  RESULTS

Over  the  first nine months, our investment portfolio advanced over 12%.  The
first half brought solid gains to our investment portfolio.  The third quarter
showed  a  slight  decrease  of  less than 1%.   This was caused by unexpected
announcements  and  reactions  to a couple of positions in our portfolio.  The
first  is  semi-conductor manufacturer Zilog.  At the end of 1995, Zilog had a
backlog  of  orders  that  was more than double the number of the prior year. 
Zilog showed a history of healthy profit growth and a debt free balance sheet.
We  recognized the underlying value and added it to our portfolio in the first
quarter  of  this  year.  During the second quarter, the company began to tell
analysts  that  orders were slow and that third quarter results would be below
market expectations due to declining profit margins.  As a result share prices
fell.    We managed to spare ourselves only part of this rapid drop by selling
some  of  our  shares  early.    Late in the third quarter, Zilog announced an
agreement  with  MSU  Corporation  to  manufacture  microchip  sets  for MSU's
InternetBox,  which  may  be  available  as  early  as  this  Christmas.   The
InternetBox is a device that is connected to a television and a telephone line
to  provide  low  cost  access  to  the  internet.

Laboratory equipment supplier and water purification processor Protean, one of
our newest investments, also hurt us in the third quarter.  The company issued
a warning that earnings' projections by some analysts would not be met in the 
<PAGE>  3
short  term.    The  reason given was a serious deterioration in the financial
performance  of  a  water  purification unit in Germany.  The Protean board of
directors  evaluated  the  situation  and promptly replaced the manager of the
German  division with the managing director from the successful UK-based unit,
who  is  also  fluent  in  German.  We believe the underlying strength of this
fundamentally  sound  investment  will  produce  a  turnaround in the future. 
Without either of the above losses, the remaining twenty-nine holdings (out of
thirty)  were  up in total, and our investment portfolio would have increased,
as  it  has  for  the  previous  eight  quarters.

FIRST  HALF  N.A.V.

Our  Net  Asset Value rose nearly 11% in the first half of 1996 from $17.48 to
$19.38.

THIRD  QUARTER  N.A.V.

After operating expenses, our Net Asset Value declined just over 1% during the
seventh, eighth, and ninth months of 1996 from $19.38 to $19.11.  We had eight
quarters in a row with a higher Net Asset Value (now eight of the last nine). 
Even  with  this slight decline, we have thirteen quarters in the past sixteen
in  which  our  N.A.V.  has  posted  a  gain.

GOOD  NEWS

Investments  with  increases  of at least 20%, that have been in our portfolio
for  twelve months, qualify to be discussed under our "Good News" section.  In
the  first  nine months of 1995, we had ten investments that qualified.  As of
this year we again have ten.  Included among these are Z-Seven's three largest
positions  going  into  1996,    which  all  posted  substantial  gains.

From largest to smallest they are as follows:  Our largest investment entering
1996, CALLAWAY GOLF, made the grade officially in the second quarter. Callaway
is  up over 50% in the first nine months of 1996.   Last year, Callaway was in
the  portfolio  for  less  than eleven months (not the required twelve months)
and,  due  to  this fact, its 36% gain in 1995 (since first purchased) did not
qualify  for  this  section.    All in all, over a period of nearly 20 months,
Callaway  shares  have  
<PAGE>  4
more than doubled.  Callaway has introduced the new Bobby Jones Series Putters
and  aims  to  be  the  number  one  supplier  of golf putters within the next
eighteen  months.

Our  second  biggest holding coming into 1996 was Swiss pharmaceutical company
SANDOZ  whose  shares have advanced almost 43% during the first three quarters
of 1996, aided by favorable market reaction to a decision to merge Sandoz with
fellow  Swiss  company  Ciba-Geigy  to  form  pharmaceutical  giant Novartis. 
Novartis  will  be  the  second  largest  pharmaceutical  company  right after
Glaxo-Wellcome  PLC  (the  result of the largest ever British merger just last
year  which  also enriched Z-Seven shareholders during last year's first three
months).    Sandoz  and  Ciba-Geigy  were  originally  chemical companies that
evolved  into  pharmaceutical  entities.      The  chemical  business was more
cyclical and less lucrative, so both companies have disposed of their chemical
divisions.    Since  first purchased over four years ago, Sandoz has more than
quadrupled.

Z-Seven's  third  most  important investment (in size order) entering 1996 was
GETRONICS  NV, the dominant Dutch provider of software and consulting services
to  the  information processing and telecommunications industries.  Partly due
to  the  acquisition  of  a former rival, Getronics has shown impressive sales
growth.   Operating profits improved 68% in the first half of 1996.  Getronics
shares  rose  almost  134% in the first nine months of 1996.  Our patience has
been  richly  rewarded  as  this  gem has been in our portfolio for nearly six
years  and  has  grown  six-fold.

Our  fourth  largest  position  going  into  1996,  Astra,  the  Swedish
pharmaceuticals  growth  company,  is  up  only  about  4% for the first three
quarters of 1996. This does not qualify as "Good News" yet, but a strong start
to the new three month period which closes the year may help lift Astra shares
to  a  more significant advance for the full year.  Our fifth largest position
entering 1996, DayRunner, is a new holding which hadn't started out very well,
but  is  beginning  to rebound - see "Mistakes and Disappointments" next after
"Good  News."

<PAGE>  5
LINDT  AND SPR NGLI, the Swiss premium chocolates company, which was our sixth
largest  investment  entering the year, does in fact belong in our "Good News"
section  as  it  is up almost 24% in the first nine months of 1996.   National
Dentex,  our  seventh  biggest position going into 1996, consolidated its huge
1995  gain of 158% with a correction of about 22% during the first nine months
of  1996.    More  on  National  Dentex  can  be  found  in  the next section.

L'OR  AL,  our  largest French investment and our eighth biggest overall going
into  the  year, has a  strong 33% gain during the first nine months of 1996. 
The  Paris  bourse is being fueled by lower interest rates, helping L'Or al as
well  as  other  publicly  traded  French  shares.    In  over six years, this
investment  has  multiplied  about  eight-fold.

Shares  of  Atag  NV  (our ninth biggest entering 1996) were up 21% during the
first  half of the year, but slipped to a 9% increase by September 30th due to
a lower earnings outlook for the year.   Since it has become a trend in recent
years for Atag to begin the year well only to disappoint later in the year, we
sold  about  30%  of  our  holding in the second quarter and the balance after
September  30th.

Our  next largest and one of our newer British conglomerate holdings, TT Group
PLC,    is  up  over  17%  this  year but does not qualify for the "Good News"
category  at  this time.  Wassall PLC, also a British industrial conglomerate,
had  a  modest 6% increase in the first half of 1996.  In the third quarter it
posted  a  gain  of  over  9%, which brings it to nearly a 16% gain so far for
1996.   Our twelfth largest going into the year, Weetabix, lost 13% during the
opening  half.    The  third  quarter  shows  a  further  decline  of  4%.

This  is the "Golden Dozen" (twelve largest) described individually in greater
detail  in  Z-Seven's latest annual report.  Nine of these twelve had gains in
the  first  nine  months.   All twelve, as a group, were up more than 20%, and
five  were  up  24%-134%.

Just  outside  of our "Golden Dozen" coming into 1996 is our next (thirteenth)
biggest  holding,    LVMH.    Like  L'Or al, a strong Paris bourse helped lift
French  luxury  goods  company LVMH M et Hennessy Louis Vuitton to score a 20%
gain  
<PAGE>  6
for the first six months of 1996.   The gain in the first half was followed by
a  correction  that  leaves  LVMH  up  about  10%  in  the  first nine months.

Our next largest outside our "Golden Dozen" is AIRTOURS PLC, entering the year
as our fourteenth biggest position, and once by far our number one investment.
 These  are  difficult times for the British company which has managed its air
vacation  package business very well over the years, but doesn't have the same
ability  to leverage a gain in market share versus its competitors into profit
growth    as  it  did  when  it  was  considerably  smaller.  Still, excellent
management and an effort to raise margins may help Airtours to report pleasing
profits,  as  it  often does, even in poor times.  It has added a Scandinavian
cruise  ship operation (the largest in Sweden) to its vacation (called holiday
in  Britain)  business  and  is  now  taking  on Carnival Cruise as a partner,
issuing new Airtours shares to Carnival; just under 30% of its shares are thus
now  held by Carnival Corp.  The immediate result of this transaction has been
to  lift  these shares 39% during the first half of the year.  We've sold most
of our Airtours in previous years at prices ranging from 9 to 12 times what we
first  paid  when starting this investment, adjusted for a 3-for-1 scrip issue
(4-for-1  split).   We have continued to reduce our holding.  During the third
quarter  we  gained  18%  and 65% year-to-date.  The remainder of our Airtours
shares  are  now  in  excess  of  17 times what we first began to buy them for
almost  seven  years  ago.

The  British international insurance broker, Lloyd Thompson PLC, that has been
in  our  portfolio since the end of last year, has grown its operating profits
in  the  face  of  very difficult market conditions.  Through the nine months,
Lloyd  Thompson's  share price has gained about 3%.  SETON HEALTHCARE PLC, the
foot  bandage  pioneer, and AIR LONDON PLC, the broker and agent for executive
private  air  travel,  have  exceeded  the  20%  mark  in 1996, and need to be
included  in  "Good News" after reviewing the third quarter results.  Seton is
up  a  respectable  33%  thus far for the year and Air London had an excellent
quarter  and  is  at  a  year-to-date  increase  of  57%.

After  several years of solid growth in earnings and share price, RCO HOLDINGS
PLC has fallen upon hard times.  In last year's Z-Seven annual report, RCO was

<PAGE>  7
in  an  unaccustomed  position  of  being  one  of our two small "Mistakes and
Disappointments."    At  that  time, I wrote "long-term minded managements and
debt-free  balance  sheets  have  a  way of turning this year's  'Mistakes and
Disappointments'  into  next  year's 'Good News.'" The company is diversifying
away  from government cleaning contracts to a greater industrial client base. 
Results  year-to-date  show  a  gain  of  21%.

ABBEYCREST  PLC is another example of a cash-rich, debt-free company that fell
upon hard times last year.  This year, it was up 23% at the half-way point and
has  stretched  the  gain  to  25%  after  the  third  quarter.

MISTAKES  AND  DISAPPOINTMENTS

For  purposes  of  objective responsibility, we employ the following criterion
for  selecting  these  candidates of dubious distinction:  they must have lost
20%  or  more  in their market prices thus far this year.  As of this quarter,
besides  Zilog  and  Protean (discussed earlier) which do not qualify for this
section  because  they  are  new  holdings, three stocks have fallen into this
category.   NATIONAL DENTEX CORPORATION, the leading U.S. dental lab, was down
15%  from last quarter in anticipation of narrowing earnings growth during the
third  quarter  and  now  stands  at  a year-to-date decrease of almost 22%.  
However,  even  this decline consolidates its unusually strong 1995 advance of
158%. This company has a good track record in buying smaller regional labs and
improving  the  performance  of these acquisitions.  In the short term, profit
margins  usually  dip  as the company merges people and updates systems during
the  turnaround  process.   Last year National Dentex acquired eight labs that
added over 20% to sales this year.  We have confidence that their past history
will  show  good  results  for  the  future.  This  may  be another case where
"Mistakes  and  Disappointments"  turn  into  next  year's  "Good  News."

DAYRUNNER  worried  some  investors when one of its major customers (Wal-Mart)
had  deliveries and orders temporarily discontinued.  Still, it has a full new
line  of  Warner  Brothers  and Disney licensed character products set to take
this  office  
<PAGE>  8
supply leader into higher-end retail markets.  More importantly, DayRunner has
already  demonstrated  its superb management by achieving substantially higher
profits  even  before  its  sales grow again.  Down 25% in price for the first
half  year,  it  rebounded  over  6% this quarter and almost pulled out of the
"Mistakes  and  Disappointments"    category.

The  largest  year-to-date  drop  came  from  the second tiniest holding which
accounts  for only a fraction of one percent of our Net Asset Value.  WESTFAIR
FOODS  was  up  96% in the first half and was down 25% at the end of the third
quarter.    This  demonstrates  the  wild  share price fluctuations, driven by
litigation  expectations,  that  are  a characteristic of this company.  As of
this  writing,  the  volatile  share  price  has  recovered  and  is  up  67%
year-to-date.

OUTLOOK

Large  capitalization  stocks in the U.S. are in the midst of a vigorous rally
that  we  hope  will  be  followed  by small capitalization shares here and by
markets in Europe.  My leading indicator for interest rates suggests that U.S.
interest  rates  may  decline further. Share prices are clearly overvalued and
are  likely  to  become  even  more  so  as share prices lag bond prices by an
average  of  nine  months.   Despite a temporary setback this quarter, we have
reason  to  believe  the fourth quarter may return to a rising N.A.V. position
and  finish  the  year  strongly.

British  interest  rates  have  risen  unexpectedly since the end of the third
quarter,  when  over one-third of the portfolio was invested in United Kingdom
stocks.    The  recent  rise  to  over 4000 in the FTSE 100 Index has not been
supported  by a new high in the broad market since its peak in May.  These two
factors  together  made it necessary to gradually reduce and finally eliminate
UK  positions  that  no  longer  meet  the  criteria.    Regardless  of  macro
conditions, we are a bottoms-up value/growth fund.  Therefore, since it is now
difficult  to  find  quality  companies  selling  under ten times earnings, we
continue  to  add UK companies to the portfolio and invest in existing British
holdings  that  meet  our  stringent  investment  criteria.

<PAGE>  9
Swiss,  French,  and  Dutch  interest  rates  have  declined this quarter, and
Denmark  and  Spain have room to decline, so our holdings may well continue to
benefit  from  monetary  easing  in  these  countries.     The majority of our
portfolio is still invested in European equities of companies that continue to
achieve  consistent  operating results.  The outlook for the remainder of 1996
and  into  1997  is  quite  favorable.

As  mentioned  in  previous  reports  and  in  keeping  with  my  own  sincere
application  of both letter and spirit of our heavenly creator's commandments,
I  will  not  allow  myself to "harvest" any financial reward (salary, profit,
etc.)  for  the  twelve  month  period to end November 30, 1997.  All advisory
fees,  including  bonuses  (or penalties) paid during this year, less expenses
(no  salary  for  me),  will be disbursed one-third to the shareholders of the
Z-Seven  Fund,  another  one-third  to  its staff,  and the final one-third to
charity.    I  plan  for  the disbursements to be repeated every seventh year.

Sincerely,


Barry  Ziskin                                                 November 5, 1996


______________________________________________________________________________
Exciting  news  for  our  shareholders!    The  DIVIDEND  AND  CAPITAL  GAINS
DISTRIBUTION  REINVESTMENT  PROGRAM  will  be  in  effect  for  this  year's
distributions.     This is a new program and you may not receive the necessary
program materials in a timely manner.  If you need to request this information
and you have physical possession of the share certificates (holder of record),
please  contact ChaseMellon Shareholder Services, our Transfer Agent, at (800)
851-9677.  If your shares are held for you by your broker (street name) please
call  your  broker.    In  order  to  participate  in  the  plan  for any 1996
distributions,  shareholders  must  be  enrolled  BY  DECEMBER  20,  1996.
- ------------------------------------------------------------------------------

<PAGE>  10
<TABLE>

<CAPTION>

Z-SEVEN  FUND,  INC.
SCHEDULE  OF  INVESTMENTS
at  September  30,  1996
(Unaudited)


Percent (a)  Common Stock                     Shares     Value
<C>          <S>                              <C>      <C>

      4.78%  BUILDING MATERIALS & SUPPLIES
             Polypipe PLC                     413,200  $1,260,673
             UDO Holdings PLC                   1,700       5,374
                                                         ________
                                                        1,266,047

      9.09%  ELECTRONIC COMPONENTS & SERVICE
             Getronics NV                      53,004   1,345,825
             Zilog Inc.                        55,400   1,059,525
                                                         ________
                                                        2,405,350

      4.57%  FINANCIAL SERVICES
             City of London PR Group PLC        7,500       9,390
             Lloyd Thompson Group PLC         448,600   1,200,454
                                                         ________
                                                        1,209,844

      6.43%  FOOD, CONFECTION, AND BEVERAGE
             Carlsberg AS                       4,100     248,780
             Lindt & Spr ngli AG                  512     849,250
             Weetabix Ltd.                     17,550     604,176
                                                         ________
                                                        1,702,206

     13.86%  HEALTH & PERSONAL CARE PRODUCTS
             AB Astra Class B                  25,500   1,048,943
             L'Or al Ord.*                      4,075   1,382,024
             Sandoz AG*                         1,031   1,238,187
                                                         ________
                                                        3,669,153

     12.54%  LUXURY & DESIGNER PRODUCTS
             Abbeycrest PLC                    20,800      44,907
             Callaway Golf Co.                 76,200   2,600,325
             LVMH M et Hennessy
             Louis Vuitton S.A.*                3,105     674,555
                                                         ________
                                                        3,319,787

      7.80%  MEDICAL SERVICES & SUPPLIES
             National Dentex Corporation*      51,000     975,375
             Protean PLC                      266,300     629,267
             Seton Healthcare Group PLC        55,800     461,020
                                                         ________
                                                        2,065,662

     17.37%  MULTI-INDUSTRY
             Atag Holding NV                   11,098     753,155
             TT Group PLC                     242,300   1,198,174
             Tomkins PLC                      311,500   1,350,041
             Wassall PLC                      264,100   1,297,523
                                                         ________
                                                        4,598,892
</TABLE>



<PAGE>  11
<TABLE>

<CAPTION>


Percent (a)  Common Stock                                Shares       Value
<C>          <S>                                        <C>        <C>

     20.52%  PRINTING & BUSINESS SERVICES
             Air London Intl. PLC                         192,300      505,557 
             Day Runner Inc.                               96,300    2,648,250 
             RCO Holdings PLC                              93,300      338,679 
             Fairway Group PLC                          1,377,500    1,939,520 
                                                                     _________ 
                                                                     5,432,006 

      0.85%  RETAILING
             Essex Furniture PLC                          155,100      218,381 
             Westfair Foods Ltd.                              360        6,888 
                                                                     _________ 
                                                                       225,268 

      4.34%  TRAVEL
             Airtours PLC                                  96,560      910,368 
             Autopistas C.E. SA                            19,992      239,044 
                                                                     _________ 
                                                                     1,149,412 

    102.15%  TOTAL COMMON STOCK                                     27,043,627 
             (Cost $21,999,061)

     -2.15%  LIABILITIES IN EXCESS OF CASH,
             RECEIVABLES AND OTHER ASSETS                             (568,849)

    100.00%  NET ASSETS
             (equivalent to $19.11 per share based on
             1,385,649 shares of capital
             stock outstanding)                                    $26,474,778 
                                                                   ============
<FN>
*  All  or  a  portion  of this stock was pledged as collateral for the line of
credit.
</TABLE>


<TABLE>

<CAPTION>
COMMON STOCKS BY COUNTRY               Sept 30, 1996

Percent  Country                            Value
<C>      <S>              <C>            <C>

 44.27%  United Kingdom                  $11,973,502
 28.77%  Western Europe                    7,779,762
         (non U.K.) (b)
 26.96%  United States                     7,290,363
                                          __________
100.00%                                  $27,043,627
                                         ===========
<FN>
(b)  The  Z-Seven  Fund  does  not  invest  in  Eastern  European  companies.
</TABLE>







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