U.S. 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.
Please print or type.
1. Name and address of issuer: The Yacktman Fund, Inc.
303 West Madison Street
Chicago, IL 60606
2. Name of each series or class of funds for which this
notice is filed:
Yacktman Fund Common Stock, Par Value .0001 per share
3. Investment Company Act File Number: 811-6628
Securities Act File Number: 33-47044
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for
purposes of reporting securities sold after the close of
the fiscal year but before termination of the issuer's
24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under
rule 24f-2(a)(1), if applicable (see Instruction A.6):
7. Number and amount of securities of the same class or
series which had been registered under the Securities Act
of 1933 other than pursuant to rule 24f-2 in a prior
fiscal year, but which remained unsold at the beginning
of the fiscal year:
0
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during
the fiscal year:
42,529,240 shares - $474,370,875
10 Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
42,529,240 shares - $474,370,875
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans, if applicable (see Instruction B.7):
1,129,634 shares - $12,284,222
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from
Item 10): $474,370,875
-----------
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item 11,
if applicable): + 12,284,222
-------------
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - 302,132,299
-------------
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to filing
fees pursuant to rule 24e-2 (if
applicable): 0
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance on rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)] (if
applicable): + 184,522,798
-------------
(vi) Multiplier prescribed by
Section 6(b) of the Securities Act
of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/5000
------------
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 36,905
==========
Instruction: Issuers should complete lines (ii), (iii), (iv)
and (v) only if the form is being filed within 60 days after
the close of the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in Section 3a of the
Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
January 9, 1996
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/ Donald A. Yacktman,
President
_________________________
Date January 9, 1996
*Please print the name and title of the signing officer
below the signature.
FOLEY & LARDNER
A T T O R N E Y S A T L A W
FIRSTAR CENTER
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5367
A MEMBER OF GLOBALEX
WITH MEMBER OFFICES IN
MADISON BERLIN
CHICAGO TELEPHONE (414) 271-2400 BRUSSELS
WASHINGTON, D.C. DRESDEN
JACKSONVILLE TELEX 26-819 FRANKFURT
ORLANDO LONDON
TALLAHASSEE (FOLEY LARD MIL) PARIS
TAMPA SINGAPORE
WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART
TAIPEI
WRITER'S DIRECT LINE
January 9, 1996
The Yacktman Fund, Inc.
303 West Madison Street
Chicago, IL 60606
Gentlemen:
We have acted as counsel for you in connection with the
preparation of a Registration Statement on Form N-1A and amendments
thereto relating to the sale by you of an indefinite amount of The
Yacktman Fund, Inc. Common Stock, $.01 par value (such Common Stock being
hereinafter referred to as the "Stock"), in the manner set forth in the
Registration Statement. In this connection, we have examined: (a) the
Registration Statement on Form N-1A and all amendments thereto; (b) the
Rule 24f-2 Notice for The Yacktman Fund, Inc. dated January 9, 1996; (c)
corporate proceedings relative to the authorization for issuance of shares
of the Stock; and (d) such other proceedings, documents and records as we
deemed necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that the shares of
Stock sold in the fiscal year ended December 31, 1995 in reliance upon
registration pursuant to Rule 24f-2 under the Investment Company Act of
1940 and in the manner set forth in the Registration Statement were
legally issued, fully paid and nonassessable. We have not examined the
stock register books of The Yacktman Fund, Inc. In opining that the
shares of Stock sold in the fiscal year ended December 31, 1995 were fully
paid, we have relied upon a certificate of an officer of the Administrator
for The Yacktman Fund, Inc. as to the consideration received for such
shares.
We hereby consent to the use of this opinion in connection with
the filing of the Rule 24f-2 Notice for The Yacktman Fund, Inc. for its
fiscal year ended December 31, 1995. In giving this consent, we do not
admit that we are experts within the meaning of Section 11 of the
Securities Act of 1933, as amended, or within the category of persons
whose consent is required by Section 7 of said Act.
Very truly yours,
FOLEY & LARDNER
