Z SEVEN FUND INC
N-30B-2, 2000-06-30
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LETTER TO OUR SHAREHOLDERS

Dear Shareholder:

We  would  like to express our appreciation for the confidence you have shown in
our investment philosophy.  In addition, we are thankful for the love, strength,
and  wisdom  given  to  us  by  our  heavenly  creator  and  caring  shepherd.

2000 FIRST QUARTER RESULTS

During  the first quarter, the investment portfolio increased 1%.  Our net asset
value also gained 1% from $7.57 to $7.63.  This is our third quarter of the past
four where our net asset value has risen.  All together, our NAV has advanced 9%
over  the  latest 12 months, as adjusted for the .05 remainder distribution paid
near  year  end  1999.

The  latest  quarter  brought stock market volatility which we have been warning
of.  Because we anticipated this volatility and prepared for it, we were able to
cushion our shareholders from periods of decline seen in the S&P 500, NASDAQ and
Russell 2000 indices. We continue to have sizable cash reserves for even greater
potential  volatility  ahead; therefore, we are in an excellent position to take
advantage  of  buying  opportunities  when  they  arise.

COMPANY S

One  of  Z-Seven's  latest  investments is in a thinly-traded, small-cap British
company  whose identity we kept a mystery until now.  It is actually the example
we  used as a comparison to Rathbone Brothers PLC in our 1998 annual report.  It
is  Brewin Dolphin PLC, another smallish investment manager which ultimately met
our criterion for consistency of operating earnings growth in 1999, when we then
made  it  a  new  investment.

MORE ABOUT "COMPANY S"

In  the past, we have adopted generic names for new investments so thinly traded
that  we  did  not  want  to  invite  competition  in  purchasing  more of them.


<PAGE>
The  first  name  masking  the  identity  of a stock was taken after the Brand-X
concept and called "Company X."  Company X was Brent-Walker Plc, a major British
holding which began in 1986.  About 80% of our Brent-Walker position was sold in
1988  at  nearly  seven  times  its  cost  from  just  two  years  earlier.

"Company  Y" was the next name, and it was adopted for Boston Acoustics in 1989.
Once  our  largest  investment, most of our Boston Acoustics shares were sold in
1992  at  about  five  times  what  we  first  paid  for  the  stock.

"Company  Z" came right after "Company Y" in 1989 and was Airtours Plc, our most
profitable holding ever.  Most of our shares were sold a little over three years
after  their  purchase,  for nine times their original cost.  The balance of our
Airtours shares were gradually eliminated during the remainder of our seven-year
holding  at prices that were approximately 26 times what we first paid for them.

Nine  years  ago  we  began  to  go in reverse in our alphabetical monikers, and
nicknamed  International  Speedway "Company W" and Intertrans "Company V."  Most
of  International  Speedway  shares were sold four years later for nearly triple
what  was  paid  for  them;  Intertrans  doubled  for  us.

The  two  most  recent  mystery  stocks,  "Company  U"  and  "Company  T,"  were
respectively  National  Dentex, which we still own, and Weetabix, Ltd., in which
we  are  no  longer  invested.

Our  current holding of National Dentex has increased 55% for us.  We previously
sold  most of our shares at much higher prices (some nearly triple what was paid
for  them) and may enlarge this holding in the future, if given the opportunity.
Weetabix  shares no longer met all of our purchase criteria and are no longer in
our  portfolio,  having  more  than  doubled  in  approximately  four  years.

Following  in  the  footsteps  of Companies "T" through "Z", "Company S" (Brewin
Dolphin,  PLC)  is  getting  off  to  an excellent start.  It closed 1999 as our


<PAGE>
biggest  holding,  with  a  60%  return  on our investment.  The share price has
continued  to  make  progress  in the first quarter of the new year, and has now
more  than  doubled since we first purchased it only a little more than one year
ago.

2000 FIRST QUARTER OUTLOOK

It  appears that we are in that phase usually found at or near major market tops
when  share  price  indices are still climbing to new highs, but most stocks are
not  participating.  In  addition,  the Fed and The Bank of England are pursuing
tight  money policies.  Whether it's the year 2000 or 2001, stock market history
would  strongly  suggest a bear market will follow these conditions.  While even
an  over-inflated,  narrowly-driven  market could buck the odds for a while, for
just  how long may depend upon how hard the Fed will lean on it.  In addition to
higher interest rates, the Fed may seek an increase in the margin rate for stock
investors  and/or  day  traders.

We have greatly streamlined our investments which, with very few exceptions, are
now in companies that are continuing to generate earnings growth and positioning
themselves  to increase profits further into the future. Even before selling our
ultra-high  P/E  stocks  during the first week of the new year, our portfolio is
demonstrating  excellent  value,  with  a  P/E  of 7 times estimated earnings at
year-end.  This  is  less  than  5  times after deducting cash per share.  These
factors,  combined  with  the  fact  that  we have the cash to take advantage of
opportunities  coming  to  the  long-term,  value-oriented investor, lay a solid
foundation  for growth potential in our investments, not for 2000 alone, but for
many  years  to  come.

Sincerely,



Barry  Ziskin                                                     May  11,  2000


<PAGE>
<TABLE>
<CAPTION>

Z-Seven Fund, Inc.
SCHEDULE OF INVESTMENTS
at March 31, 2000   (Unaudited)

--------------------------------------------------------------------
Investment Securities (a)                                  Value
--------------------------------------------------------------------
Common Stocks                                 Shares
--------------------------------------------------------------------
<S>                                         <C>          <C>
APPAREL & ACCESSORIES  -  1.9%
 Abbeycrest Plc                                  10,000  $    18,385
 Quiksilver, Inc. (b)                            15,150      266,072
 Tarrant Apparel Group (b)                        5,100       38,250
                                                         -----------
                                                             322,707
                                                         -----------
AUTOMOTIVE  -  2.7%
 Strattec Security Corporation (b)               13,600      467,500
                                                         -----------
                                                             467,500
                                                         -----------
BUILDING & MATERIALS  -  3.3%
 Barratt Developments Plc                        53,000      200,367
 Hughes Supply                                   12,200      189,100
 NCI Building Systems, Inc. (b)                   9,400      176,837
                                                         -----------
                                                             566,304
                                                         -----------
COMPUTER & RELATED  -  5.1%
 Cybex Computer Products
     Corporation (b)                              7,200      270,900
 Insight Enterprises, Inc. (b)                    6,187      225,439
 Pomeroy Computer
     Resources, Inc. (b)                         19,900      365,662
                                                         -----------
                                                             862,001
                                                         -----------
CONSUMER PRODUCTS (OTHER) - 0.9%
 Day Runner, Inc. (b)                                         30,976
 Lindt & Spr ngli AG                                 46      116,825
                                                         -----------
                                                             147,801

ELECTRICAL & ELECTRONICS  -  7.8%
 LSI Industries, Inc.                            11,600      225,475
 Roxboro Group Plc                              100,500      374,342
 Technitrol, Inc.                                12,600      733,950
                                                         -----------
                                                           1,333,767
                                                         -----------
FINANCIAL SERVICES  -  9.6%
 Brewin Dolphin                                  34,500      619,189
 Jardine Lloyd Thompson Group Plc               125,600      484,829
 Rathbone Brothers Plc                           33,000      534,488
                                                         -----------
                                                           1,638,506
                                                         -----------
HEALTH & PERSONAL CARE  -  2.3%
 National Dentex Corporation (b)                 17,100  $   252,225
 Novartis AG                                         99      135,357
                                                         -----------
                                                             387,582
                                                         -----------

LEISURE  -  1.7%
 Anchor Gaming (b)                                2,600       98,638
 Ballantyne of Omaha, Inc. (b)                   50,505      189,394
                                                         -----------
                                                             288,032
                                                         -----------


<PAGE>
Z-Seven Fund, Inc.
SCHEDULE OF INVESTMENTS
at March 31, 2000   (Unaudited)   Continued

--------------------------------------------------------------------
Investment Securities (a)                                  Value
--------------------------------------------------------------------
Common Stocks                                 Shares
--------------------------------------------------------------------
MULTI-INDUSTRY  -  3.8%
 Tomkins Plc                                     40,966      131,398
 VT Holding A/S (Cl B)                           10,565      508,898
                                                         -----------
                                                             640,296
                                                         -----------
RETAIL  -  2.8%
 Grow Biz International, Inc. (b)                16,700      129,425
 The Men's Wearhouse, Inc. (b)                    9,900      293,288
 Westfair Foods                                     360       62,133
                                                         -----------
                                                             484,846
                                                         -----------
TOTAL COMMON STOCKS  -  41.9%
     (Cost $5,928,492)                                     7,139,342
                                                         -----------

--------------------------------------------------------------------
Options                                     Contracts
--------------------------------------------------------------------
S & P  500 PUTS   - 4.1%
--------------------------------------------------------------------
 Expires 4/20/00 (Cost $498,435)                     47      695,600
====================================================================

Short Term Investments
--------------------------------------------------------------------
U.S. TREASURY BILLS - 49.5%
--------------------------------------------------------------------
(1) matures 4/27/00, par 2,500,000                       $ 2,489,814
(2) matures 4/27/00, par 4,500,000                         4,481,650
(3) matures 8/24/00, par 1,500,000                         1,465,359
                                                         -----------
                                                           8,436,823
                                                         -----------
TOTAL INVESTMENT IN SECURITIES - 95.5%
     (Cost $14,863,750)                                  $16,271,765
                                                         -----------
CASH, RECEIVABLES, AND OTHER ASSETS
     LESS LIABILITIES  -  4.5%                               764,513
                                                         -----------
NET ASSETS  -  100.0%
     (Equivalent to $7.63 per share based
     on 2,232,031 shares of capital stock
     Outstanding)                                        $17,036,278
                                                         ===========
<FN>
(a)     Percentages are based on net assets of $17,036,278.
(b)     Non-income producing investment.
</TABLE>


<TABLE>
<CAPTION>
COMMON STOCKS BY COUNTRY
-------------------------------------
Percent      Country        Value
-------  --------------  ------------
<S>      <C>             <C>

  55.4%  United States     $3,953,130
  33.1   United Kingdom     2,362,998
   7.1   Denmark              508,898
   3.5   Switzerland          252,183
   0.9   Canada                62,133
                           ----------
 100.0%                    $7,139,342
                           ----------
</TABLE>


<PAGE>
BOARD  OF  DIRECTORS

Barry Ziskin
Albert Feldman
Dr. Jeffrey Shuster
Rochelle Ziskin
Maria De Los Santos

INVESTMENT ADVISOR

TOP Fund Management, Inc.

OFFICERS

Barry Ziskin
President and Treasurer

Barbara Perleberg
Secretary

CUSTODIAN

Chase Manhattan Bank

TRANSFER AGENT

Norwest Bank Minnesota, N.A.
Shareowner Services

INDEPENDENT AUDITORS

KPMG LLP

GENERAL COUNSEL

Kilpatrick Stockton LLP

STOCK LISTINGS

NASDAQ
Symbol: ZSEV
Pacific Exchange
Symbol: ZSE

CORPORATE OFFICE

1819 South Dobson Road
Suite 109
Mesa, AZ 85202
(480) 897-6214
Fax  (480)  345-9227
[email protected]


<PAGE>


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