APPENDIX I
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
1. Name and address of issuer: Clipper Fund, Inc.
9601 Wilshire Blvd., Suite 800
Beverly Hills, California 90210
2. The name of each series or class of securities for which
this Form is filed (If the Form is being filed for all series and
classes of securities of the issuer, check the box but do not list
series or classes):
Shares of beneficial interest in the Clipper Fund, Inc.
3. Investment Company Act File Number: 2-88543
Securities Act File Number: 811-3931
4(a). Last day of fiscal year for which this Form is filed:
December 31, 1998
4(b). __ Check box if this Form is being filed late (i.e., more
than 90 calendar days after the end of the issuer's fiscal year).
(See Instruction A.2)
Note: If the Form is being filed late, interest must be paid
on the registration fee due.
4(c). __ Check box if this is the last time the issuer will be
filing this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year pursuant to section 24(f): $684,995,351
------------
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year: ($275,735,555)
-------------
(iii) Aggregate price of securities redeemed or
repurchased during any prior fiscal year
ending no earlier than October 11, 1995 that
were not previously used to reduce registration
fees payable to the Commission: $ -0-
-------------
(iv) Total available redemption credits
[add Items 5(ii) and 5(iii):
($275,735,555)
--------------
(v) Net sales -- if Item 5(i) is greater than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]:
$409,259,796
--------------
(vi) Redemption credits available for use in future years
--if Item 5(i) is less than Item 5(iv) [subtract
Item 5(iv) from Item 5(i)]:
(vii) Multiplier for determining registration fee
(See Instruction C.9):
x 0.000278
--------------
(viii) Registration fee due [multiply Item 5(v) by Item
5(vii)] (enter "0" if no fee is due):
= $113,774
==============
6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an
amount of securities that were registered under the Securities
Act of 1933 pursuant to rule 24e-2 as in effect before October
11, 1997, then report the amount of securities (number of shares
or other units) deducted here: N/A. If there is a number of
shares or other units that were registered pursuant to rule 24e-2
remaining unsold at the end of the fiscal year for which this
form is filed that are available for use by the issuer in future
fiscal years, then state that number here: N/A.
7. Interest due -- if this Form is being filed more than 90 days
after the end of the issuer's fiscal year (see Instruction D):
+$ -0-
---------------
8. Total of the amount of the registration fee due plus any
interest due [line 5(viii) plus line 7]: = $113,774
--------------
9. Date the registration fee and any interest payment was sent
to the Commission's lock-box depository:
Method of Delivery:
_x_ Wire Transfer
___ Mail or other means
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)*
/s/
________________________________
Michael Kromm
Secretary/Treasurer
February 23, 1999
*Please print the name and title of the signing officer
below the signature.
CLIPPER FUND, INC.
OFFICER'S CERTIFICATE
ISSUED REGARDING THE FISCAL YEAR ENDED DECEMBER 31, 1998
The undersigned officer of Clipper Fund, Inc. (the
"Company"), in connection with the Company's filing of a Rule 24f-2 Notice
with the Securities and Exchange Commission, hereby certifies to Paul,
Hastings, Janofsky, and Walker that:
1. The undersigned is the Secretary/Treasurer of the Company
and is authorized to execute this certificate on behalf of
the company;
2. The undersigned has furnished you with a true and complete
copy of the Company's Articles of Incorporation, and all
amendments thereto, and such Articles of Incorporation have
been in effect throughout the Company's fiscal year ended
December 31, 1998 (the "Fiscal Year");
3. The undersigned has furnished you with a true and complete
copy of the Company's By-laws, and all amendments thereto, and
such By-laws have been in effect throughout the Fiscal Year;
4. The undersigned has furnished you with true and complete
copies of the Prospectus and Statement of Additional
Information effective during the Fiscal Year, each dated
April 30, 1998 and April 30, 1998;
5. The resolutions adopted by the Board of Directors of the
Company authorizing the issuance of 200,000,000 shares of
the Company's capital stock remains in full force and effect;
6. 0 shares had been registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 in a prior fiscal
year, but remained unsold at the beginning of the Fiscal Year.
A total of 6,722,616 shares of the Company's capital stock (the
"Shares") were sold by the Company during the Fiscal Year, all of
which were sold in reliance upon Rule 24f-2 and in accordance with
the requirements of the Company's Form N-1A Registration
Statement filed under the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, as that
Registration Statement was amended and in effect throughout the
Fiscal Year;
7. The total number of Shares issued and sold during the
Fiscal Year is correctly reflected in the Company's Rule 24f-2
Notice for the Fiscal Year;
8. At no time during the Fiscal Year did the number of
issued and outstanding Shares exceed 200,000,000;
9. All sales of the Company's Shares effected during the
Fiscal Year were sold at the public offering price described in
the Company's then-current Prospectus, such sales were made
for cash equal in amount to the net asset value of such Shares on
the dates they were issued, and such cash was actually received by
the Company; and
10. At no time during the Fiscal Year was the right of Company
shareholders to redeem their shares suspended.
/s/
Michael Kromm
Secretary/Treasurer
Clipper Fund, Inc.
Dated: February 23, 1999
