TWEEDY BROWNE FUND INC, N-30B-2, 1995-12-05

TWEEDY BROWNE FUND INC
N-30B-2, 1995-12-05

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TWEEDY, BROWNE AMERICAN VALUE FUND

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Investment Manager's Report

To Our Shareholders in Tweedy, Browne American Value Fund:

We are pleased to present the Semi-Annual Report of Tweedy, Browne American
Value Fund (the "Fund") for the six months ended September 30, 1995. For this
six-month period, the net asset value per share of your Fund increased 21.2%* to
$12.98 per share. For the first nine months of calendar year 1995, the net asset
value shows a gain of 32.2%*. For the same six and nine-month periods, the
Standard & Poor's 500 Stock Index (the "S&P 500") increased 18.2% and 29.7%,
respectively, including the reinvestment of dividends paid.

Our gains this year have come from a variety of holdings, some obvious and
some not. While technology stocks have benefitted many funds this year, we only
owned one true technology stock, Digital Equipment Corporation, which rose 20.1%
in the past six months. However, our investment in Digital Equipment was based
more on significant purchases of the stock by insiders, officers and directors,
than on any great insights we had as to the company's technological position. We
also had significant investments in banks and other financial services
companies, which generally performed well. One of our largest positions at the
end of March was Chase Manhattan Corporation, which we owned because it was
selling at a modest premium to book value and at a price/earnings ratio of
between 5 and 6 times. We actually considered Chase one of the less likely
merger candidates among our bank stocks because of its size. However, the
proposed merger with Chemical Bank lifted Chase's stock price 74% from March to
September.

Our gains did not come only from our larger cap holdings. For example, at
the end of March your Fund owned shares in National Education Corporation
("NEC"), which was trading then at $3.25 per share and had a total market
capitalization of less than $100 million. The company was dropped from the S&P
500, which forced the index funds to liquidate their holdings in NEC, which, in
turn, depressed the stock price. We increased our holdings at that time, nearly
doubling our position. The stock rose to $8.00 per share at the end of September
for a six-month gain of 146%. Although our cost for these shares represented
approximately 1% of our net assets, its price increase added approximately 1.3%
to our results over the past six months. We also own shares in Independent
Insurance Group Incorporated, a life insurance company. At the end of March it
was priced at $11.75 per share, had a market cap of

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* The total return for the year ended September 30, 1995 was 27.3% and the
average annual total return since inception (December 8, 1993) through
September 30, 1995 was 15.9%. Past performance is not a guarantee of future
results and total return and principal value of investments will fluctuate
with market changes; and shares, when redeemed, may be worth less than their
original cost.

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$154 million, and was selling at less than one-half of book value. At March 31,
our holdings in this company represented 0.8% of our net assets. The company
announced in July that it had hired an investment banker to explore ways of
enhancing shareholder value, and the stock rose 112% to $25 per share by
September 29. This relatively small investment contributed one-half of one
percent to our performance over the past six months. Our experience, which has
been reinforced over the past six months, has brought us to the conclusion that
it remains impossible for us to predict from where our gains may come. We are
content to keep looking for cheap stocks in all capitalization ranges and buy
them when we find them.

The fundamental financial characteristics of the Fund have not changed in
any material way over the past six months. As of October 9, 1995, 23% of the
portfolio was invested in 64 issues that had a weighted average price to book
value ratio of 70%. Of the 3,568 stocks in one of our databases for U.S. stocks,
225 issues, or just 6% of the total, had a price to book value ratio of 70% or
less. Similarly, 37 issues in the Fund representing 53% of the portfolio, had a
weighted average price/earnings ratio of 9.8 times, as compared to the database
where 632 issues, or 18% of the total, had a price/earnings ratio of 9.8 or
less. The total number of issues in the Fund was 119, of which 83 issues,
representing approximately 35% of the amount invested in stocks, had a market
capitalization of less than $1 billion. Further, 77 of these issues,
representing approximately 30% of the amount invested in stocks, had a market
capitalization of less than $500 million. We continue to focus our search for
new investments on low price/earnings ratio and low price to book value stocks
with a bias towards smaller and medium capitalization companies.

We are pleased that our results so far this year have been better than the
S&P 500, especially in light of the fact that the S&P 500 is reportedly beating
85% of the mutual funds this year. However, our performance is more a function
of the work we did last year identifying and buying cheap stocks. We do not know
when the stock market may choose to correct what we believe are inaccuracies in
the pricing of a company's assets or earning power. It is beyond our control.
Nor do we have any prescience in knowing when to get into the market. Quite
simply, we are in the stock market precisely so that we can participate when it
begins to rise. In our opinion, what we do is very much a process based on a few
investment principles, or models, that have worked for us in the past. No matter
where in the world one is investing, in our opinion, it is essential to first
have a set of investment principles to guide you. Here at Tweedy, Browne, we are
fortunate in having a set of principles developed by individuals far smarter
than we, and proven time and again in academic studies of historical stock
market performance.

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value, market value, is influenced by many emotional factors, such as greed and
fear, and thus is more volatile. Intrinsic value has generally been more stable
because it involves a pragmatic business investment decision, and the decision
makers generally have a better frame of reference, a better knowledge tree, for
making their valuations.

According to Ben, the essence of investment was to take advantage of
discrepancies between market prices of stocks and their intrinsic values,
usually at a discount of 40% to 50% or more. The determination of intrinsic
value follows two models. The first is statistical, for which we like to use an
analogy of an automobile insurance company. If you were going to go into the
auto insurance business intelligently, and we emphasize the word intelligently,
you would first set the standards for those motorists to whom you would be
willing to issue a policy. For example, let's say you only insure married
couples between the ages of 35 and 55, who live in the suburbs, take public
transportation to work, don't have any children who drive, and whose car is a
Volvo station wagon. If you only issue policies to motorists who meet these
criteria, you will do far better than Allstate, which also insures Hot Rod
Harry, who believes the measure of his manhood is how much rubber he can burn
while racing his Camaro from 0 to 60 mph, or dear old Aunt Doris in Boca Raton
who, at 86 is a tad forgetful, but is unwilling to give up her license.

In the same way that Ben Graham did before us, we have established
"underwriting" criteria for stocks we are willing to buy. For example, we like
to buy stocks selling at two-thirds of net current assets, or stocks selling at
one-half of book value when equity is greater than all liabilities, or stocks
with fairly reliable earnings that are selling at an earnings yield 50% or
greater than the long-term bond yield. And like the insurance company that wants
to issue as many policies as it can that meet its criteria to achieve the
desired statistical result that such underwriting standards should produce, we
want to own a diversified portfolio of stocks meeting our criteria. A portfolio
that in total meets these criteria will be priced in total at a substantial
discount to intrinsic value.

Another method we employ to determine intrinsic value is the appraisal
method. This method is company specific; i.e., it is done company by company. It
is analogous to putting your house on the market. You call a real estate broker
and ask for an appraisal of your house based on recent comparable sales. A board
of directors does the same thing when it puts the company up for sale.
Basically, investment bankers are fancy real estate brokers dealing in high
priced merchandise. They track sales of similar businesses, or do discounted
cash flow analyses to come up with the value of a business. In this way,
intrinsic valuation models can be determined for different kinds of businesses.
For example, the average television station currently sells for 10 times cash
flow less any debt and plus any cash. Banks are currently being acquired for
approximately 15 times earnings. Branded consumer products companies are
currently being acquired on average for 10 times pre-tax earnings, again
adjusted for debt and cash. If we construct a portfolio of companies selling at
a 40% to 50% discount from what they would be worth in a sale of the entire
business, we end up making money. Value investors are successful primarily
because they set up their models before setting out to buy their stocks.

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Value investors also have the advantage of knowing what they CANNOT do.
We recognize the futility of trying to predict stock market movements, and the
absurdity of technical analysis with its shoulders and heads, etc. To us, this
is no more than garbage in, garbage out. We are sure that if someone gathered
the information, some correlation could probably be drawn between the weather
and the stock markets, such as 52% of the time the stock market declines
following five straight days of rain in the Mississippi Delta. The real beauty
of value investing, beyond its financial rewards, is that it is possible to be
successful without being a rocket scientist. If you have figured out what has
worked, and then do that, it can be relatively easy to succeed.

Last year we sent our shareholders a collection of academic studies that we
compiled on fundamental financial criteria that produced superior investment
returns. A total of 44 studies were included in our booklet, which is entitled
WHAT HAS WORKED IN INVESTING*. The studies are split fairly evenly between U.S.
stocks and foreign stocks and were not selected because they reached a
conclusion supporting value investing. These were all the studies we found.
However, the results are very similar. Low price to book value, low
price/earnings ratios, low price to cash flow, stocks that had declined
significantly, stocks with significant insider purchases, etc., all criteria
that on the surface seem logical, did in fact provide superior investment
returns.

One of our favorite studies, CONTRARIAN INVESTMENT, EXTRAPOLATION AND RISK,
by Professors Lakonishok, Vishny and Shliefer does not reach any investment
conclusions that surprise us after more than 25 years of value investing. What
is different and highly important about this study is that it addresses the
following question: If the empirical evidence, since Ben Graham's work in the
1930s through decades of numerous other studies, many of which we have included
in our booklet, demonstrates the superior performance of value investing, why
don't more people do it? The reason seems to be that it runs against human
nature to be a contrarian, which is key to value investing. We often buy out of
favor stocks, stocks that the investment community is avoiding because of past
poor performance. It is similar to drawing up a list of potential spouses and
saying you only want to see the ones that all your peers have rejected. In the
world of institutional money management, if you go against the consensus and
perform badly, you're dead. If you go with the consensus, you have a much better
chance of surviving even if you perform poorly because most others will have
performed poorly, too. Being a contrarian may simply be too great a risk despite
empirical evidence supporting this approach. We believe most investors who are
not contrarians have not taken the time to figure out how the game is played,
learn what has worked and build models for successful investing, so they lack
any convictions from which to draw the strength to go against the crowd. As John
Train wrote in his chapter on Ben Graham in THE MONEY MASTERS: "MANY PEOPLE,
INCLUDING EXPERIENCED BUSINESSMEN AND PROFESSIONALS, HAVE BEEN FINANCIALLY
SHIPWRECKED BECAUSE THEY TRUSTINGLY SET FORTH IN A LEAKY CRAFT CAPTAINED BY AN
INCOMPETENT. SOMEONE WHO SPENT THE FEW HOURS NECESSARY TO UNDERSTAND THE
INTELLIGENT INVESTOR WOULD BE UNLIKELY TO SUFFER THIS FATE. YET ALAS, FEW
STOCKHOLDERS, LET ALONE INVESTORS, HAVE DONE IT."

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* If you would like a copy of WHAT HAS WORKED IN INVESTING, call Shareholder
Services at (800) 873-8242.

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Every day we continue to look for undervalued stocks, and we attempt to
build a diversified portfolio from these stocks. We cannot predict when we will
realize gains from these investments. Our U.S. investments are doing very well
in 1995. In our opinion, most market pundits were not predicting that U.S. stock
markets would have such a good year. Rather than try to time stock markets, we
prefer to buy cheap stocks and wait. Over time, we have been rewarded; we have
no reason to believe that times have changed. As of the date of this letter, the
current and retired partners and their families, as well as employees of Tweedy,
Browne, have more than $16.2 million invested in the Fund.

Sincerely,

Christopher H. Browne
William H. Browne
John D. Spears

General Partners
TWEEDY, BROWNE COMPANY L.P.
Investment Adviser to the Fund

October 31, 1995

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TWEEDY, BROWNE AMERICAN VALUE FUND

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Portfolio of Investments

<TABLE>
<CAPTION>
September 30, 1995 (Unaudited)

MARKET
VALUE
SHARES (NOTE 1)
- ---------- -------------
<S> <C> <C>
COMMON STOCKS -- DOMESTIC -- 76.4%
BANKING -- 16.9%
55,000 BancFirst Corporation.......... $ 1,038,125
96,780 BanPonce Corporation, New...... 3,750,225
5,000 Cape Cod Bank & Trust
Company...................... 196,250
83,180 Chase Manhattan Corporation.... 5,084,378
78,900 Comerica, Inc. ................ 2,850,264
51,000 First Chicago Corporation...... 3,499,875
1,000 First Citizens BancStock
Inc. ........................ 47,000
5,400 First Mortgage Corporation..... 30,375
32,900 Mercantile Bancorporation,
Inc. ........................ 1,472,275
175,000 PNC Bank Corporation........... 4,878,125
42,760 Salomon Inc. .................. 1,635,570
4,300 Suffolk Bancorp................ 155,875
14,500 Transworld Bancorp............. 195,750
600 Wells Fargo & Company.......... 111,375
-------------
24,945,462
-------------
FINANCIAL SERVICES -- 12.1%
132,930 American Express Company....... 5,898,769
2,000 CM Bank Holding Company........ 170,000
62,770 Federal Home Loan Mortgage
Corporation.................. 4,338,976
31,800 Household International
Inc. ........................ 1,971,600
18,300 HPSC Inc. ..................... 84,639
247,100 Jan Bell Marketing Inc.+....... 942,069
19,000 Kent Financial Services
Inc. ........................ 133,000
10,000 Kinnard Investments Inc. ...... 36,250
117,450 Lehman Brothers Holdings
Inc. ........................ 2,716,031
10,000 Letchworth Independent
BancShares................... 287,500
34,900 Lomas Financial Corporation,
New+......................... 19,631
44,200 Norex American Inc. ........... 469,625
17,500 Pure World Inc. ............... 52,500
6,300 Stifel Financial Corporation... 38,981
23,100 Value Line Inc. ............... 762,300
-------------
17,921,871
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CONSUMER NON-DURABLES -- 11.1%
110,500 Bairnco Corporation............ 580,125
57,700 Coca-Cola Bottling Company..... 2,033,925
37,800 Fuji Photo Film
Company Ltd., ADR............ 1,875,825
42,235 Great Atlantic & Pacific Tea
Company...................... 1,182,580
98,035 Nestle, ADR.................... 5,024,294
93,859 Polaroid Corporation........... 3,730,895
46,900 Reebok International Ltd. ..... 1,612,188

</TABLE>

<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (NOTE 1)
- ---------- -------------
<S> <C> <C>
CONSUMER NON-DURABLES -- (CONTINUED)
10,800 TCC Industries Inc.+........... $ 27,000
37,500 Village Super Market Inc.,
Class A...................... 281,250
-------------
16,348,082
-------------
INSURANCE -- 8.6%
15,000 Allstate Financial
Corporation.................. 89,062
76,700 American Indemnity Financial
Corporation.................. 939,575
47,925 American National Insurance
Company...................... 2,791,631
5,375 Amwest Insurance Group Inc. ... 80,289
39,900 Independent Insurance
Group Inc. .................. 997,500
10,300 Kansas City Life Insurance
Company...................... 545,900
20,900 Merchants Group Inc. .......... 397,100
40,100 National Western Life Insurance
Company...................... 2,245,600
30,500 Provident Life and Accident
Company, Class B............. 827,313
14,145 ReliaStar Financial
Corporation.................. 574,640
143,500 SCOR US Corporation............ 2,224,250
9,000 Security-Connecticut
Corporation.................. 248,625
26,700 USLIFE Corporation............. 780,975
-------------
12,742,460
-------------
RETAIL -- 4.6%
100,400 Ben Franklin Retail Stores
Inc. ........................ 376,500
85,000 Best Products Inc. ............ 722,500
1,000 Dart Group Corporation, Class
A............................ 85,812
3,300 EZCorp, Inc., Class A.......... 17,738
59,200 Forschner Group................ 710,400
50,600 K mart Stores.................. 733,700
32,300 Luria (L) and Sons Inc.+....... 193,800
9,700 Mercantile Stores Company
Inc. ........................ 436,500
52,000 Penny (J.C.) Company, Inc. .... 2,580,500
108,900 Syms Corporation............... 993,713
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6,851,163
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LEISURE AND ENTERTAINMENT -- 3.9%
117,600 C-TEC Corporation.............. 2,734,200
89,843 Hasbro Inc. ................... 2,796,363
7,500 Latin American Casinos Inc. ... 19,219
30,000 Savoy Pictures Entertainment
Inc.+........................ 198,750
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5,748,532
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</TABLE>

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TWEEDY, BROWNE AMERICAN VALUE FUND

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Portfolio of Investments

<TABLE>
<CAPTION>
September 30, 1995 (Unaudited)

MARKET
VALUE
SHARES (NOTE 1)
- ---------- -------------
<S> <C> <C>
COMMON STOCKS -- DOMESTIC
BASIC INDUSTRIES -- 3.9%
5,235 Binks Manufacturing Company.... $ 129,566
27,000 Monarch Machine Tool Company... 374,625
65,700 Tremont Corporation +.......... 1,322,214
29,800 Unilever NV, ADR............... 3,874,000
-------------
5,700,405
-------------
CHEMICALS -- 3.2%
56,620 Philip Morris Companies
Inc. ........................ 4,727,770
-------------
ENGINEERING AND CONSTRUCTION -- 2.1%
12,500 Atkinson (Guy F.) Company
California +................. 125,781
22,000 Devcon International
Corporation +................ 198,000
4,080 Oilgear Company................ 71,400
6,000 Oriole Homes Corporation,
Class A...................... 40,500
32,600 Oriole Homes Corporation,
Class B...................... 211,900
344,300 Standard Pacific Corporation... 2,410,100
-------------
3,057,681
-------------
REAL ESTATE -- 2.0%
146,800 American Real Estate Partners
Ltd. ........................ 1,266,150
19,700 Arizona Land Income
Corporation, Class A......... 98,500
13,200 Mays (J.W.), Inc. ............. 90,750
43,800 Price Enterprises Inc. ........ 700,800
19,700 Reading Company, Class A....... 197,000
116,000 RPS Realty Trust............... 522,000
21,100 Storage Propertys Inc. ........ 126,600
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3,001,800
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HEALTH CARE -- 1.9%
65,735 Horizon/CMS Healthcare
Corporation.................. 1,495,471
16,706 Johnson & Johnson.............. 1,238,332
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2,733,803
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CONSUMER SERVICES -- 1.6%
296,100 National Education
Corporation.................. 2,368,800
-------------
TECHNOLOGY -- 0.9%
28,800 Digital Equipment
Corporation +................ 1,314,000
11,600 LDI Corporation................ 37,700
-------------
1,351,700
-------------

</TABLE>

<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (NOTE 1)
- ---------- -------------
<S> <C> <C>
AUTOMOTIVE PARTS -- 0.8%
135,500 Capco Automotive Products,
Inc. ........................ $ 1,253,375
-------------
BEVERAGES -- 0.6%
21,100 Guinness PLC, Sponsored ADR.... 857,715
-------------
BUSINESS SERVICES -- 0.4%
62,400 Duplex Products Inc.+.......... 468,000
12,500 Paris Business Forms Inc. ..... 96,875
-------------
564,875
-------------
METALS AND METAL PRODUCTS -- 0.3%
14,000 American Metals Service,
Inc. ........................ 10,920
64,600 Proler International
Corporation +................ 476,425
-------------
487,345
-------------
TRANSPORTATION/TRANSPORTATION
SERVICES -- 0.3%
41,000 KLLM Transport Services
Inc. ........................ 415,125
2,500 Petroleum Helicopters Inc. .... 27,500
-------------
442,625
-------------
OIL AND GAS -- 0.3%
48,900 Pool Energy Services
Company +.................... 427,875
-------------
PRINTING AND PUBLISHING -- 0.2%
30,000 Advanced Marketing
Services Inc.+............... 236,250
-------------
TELECOMMUNICATIONS -- 0.1%
11,200 Falcon Cable Systems
Company Ltd. ................ 99,400
15,000 TCI International Inc. ........ 121,875
-------------
221,275
-------------
ELECTRONIC EQUIPMENT -- 0.1%
8,000 Espey Manufacturing and
Electronics Corporation...... 113,000
-------------
OTHER -- 0.5%
44,600 Astrosystems Inc.+............. 239,725
2,180 Grey Advertising Inc. ......... 429,460
800 Resources America, Inc.+....... 18,000
-------------
687,185
-------------
TOTAL COMMON STOCKS -- DOMESTIC
(COST $93,004,679)............. 112,791,049
-------------
</TABLE>

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TWEEDY, BROWNE AMERICAN VALUE FUND

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Portfolio of Investments

<TABLE>
<CAPTION>
September 30, 1995 (Unaudited)

MARKET
VALUE
SHARES (NOTE 1)
- ---------- -------------
<S> <C> <C>
COMMON STOCKS -- FOREIGN -- 5.9%
NETHERLANDS -- 1.6%
16,388 Heineken Holdings NV, Class
A............................ $ 2,437,867
-------------
UNITED KINGDOM -- 1.3%
145,000 McAlpine (Alfred) PLC.......... 277,229
32,000 SmithKline Beacham, PLC units,
ADR.......................... 1,620,000
-------------
1,897,229
-------------
FINLAND -- 0.8%
11,000 Kone Corporation, Class B...... 1,221,779
-------------
SWITZERLAND -- 0.7%
2,000 Danzas PC...................... 371,972
500 Magazine Zum Globus, (Ptg)..... 330,882
500 Swissair AG, Registered........ 346,021
-------------
1,048,875
-------------
JAPAN -- 0.7%
17,000 Fuji Photo Film Ltd. Ord....... 423,906
19,000 Matsushita Electric Industrial
Company...................... 291,555
10,000 Nissan Fire & Marine Insurance
Company...................... 60,471
5,000 Sankyo Company................. 114,078
10,000 Toyo Technical Company Ltd. ... 97,925
-------------
987,935
-------------
FRANCE -- 0.6%
7,200 Compagnie Financiere de Suez... 277,502
2,725 Klepierre...................... 320,946
2,300 Peugeot SA..................... 314,326
-------------
912,774
-------------
SINGAPORE -- 0.2%
78,000 Robinson and Company........... 328,836
-------------
TOTAL COMMON STOCKS -- FOREIGN
(COST $7,578,171).............. 8,835,295
-------------
PREFERRED STOCK -- 0.0%++
(COST $16,100)
1,400 Grant Geophysical Inc.,
Preferred.................... 23,275
-------------

</TABLE>

<TABLE>
<CAPTION>
MARKET
FACE VALUE
VALUE (NOTE 1)
- ---------- -------------
<S> <C> <C>
COMMERCIAL PAPER -- 11.6%
$6,000,000 Ford Motor Credit Corporation,
6.000% due 10/2/95........... $ 6,000,000
4,133,000 General Electric Capital
Corporation, 6.500% due
10/2/95. .................... 4,133,000
7,000,000 Prudential Funding Corporation,
6.500% due 10/2/95........... 7,000,000
-------------
TOTAL COMMERCIAL PAPER
(COST $17,133,000)............. 17,133,000
-------------
U.S. TREASURY BILLS -- 0.3%
150,000 6.140%** due 5/2/96............ 144,826
315,000 5.630%** due 8/22/96........... 299,928
-------------
TOTAL U.S. TREASURY BILLS
(COST $444,754)................ 444,754
-------------
REPURCHASE AGREEMENT -- 4.1%
(COST $6,000,000)
6,000,000 Agreement with UBS Securities,
Inc., 6.420%, dated 9/29/95
to be repurchased at
$6,003,210 on 10/2/95,
collaterized by $6,000,000
U.S. Treasury Notes, 5.875%
due 3/31/99.................. 6,000,000
-------------
TOTAL INVESTMENTS
(COST $124,176,704*).............. 98.3% 145,227,373
OTHER ASSETS AND
LIABILITIES(NET)................ 1.7 2,523,414
------ ------------
NET ASSETS........................ 100.0% $147,750,787
====== ============
<FN>

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* Aggregate cost for Federal tax purposes.
** Rate represents annualized yield at date of purchase.
+ Non-income producing security.
++ Amount represents less than 0.1% of net assets.

Abbreviation:
ADR -- American Depository Receipt

</TABLE>

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TWEEDY, BROWNE AMERICAN VALUE FUND

- --------------------------------------------------------------------------------
Schedule of Forward Exchange Contracts

September 30, 1995 (Unaudited)

<TABLE>
<CAPTION>
CONTRACT MARKET
VALUE VALUE
CONTRACTS DATE (NOTE 1)
- ---------- -------- -----------
<S> <C> <C> <C>
FORWARD EXCHANGE CONTRACTS TO BUY
(Contract Amount $164,492)
810,322 French Franc.......................................................................... 10/31/95 $ 164,495
===========
FORWARD EXCHANGE CONTRACTS TO SELL
3,681,860 Finnish Markka........................................................................ 6/28/96 $ (860,486)
1,316,790 Finnish Markka........................................................................ 9/13/96 (307,715)
3,048,600 French Franc.......................................................................... 9/13/96 (616,732)
31,776,000 Japanese Yen.......................................................................... 4/30/96 (331,517)
29,036,000 Japanese Yen.......................................................................... 6/28/96 (305,506)
18,720,000 Japanese Yen.......................................................................... 9/13/96 (199,238)
1,522,000 Netherlands Guilder................................................................... 4/29/96 (960,885)
1,083,740 Netherlands Guilder................................................................... 6/28/96 (684,105)
1,235,025 Netherlands Guilder................................................................... 9/13/96 (785,326)
885,975 Swiss Franc........................................................................... 9/13/96 (791,437)
-----------
TOTAL FORWARD EXCHANGE CONTRACTS TO SELL
(Contract Amount $5,900,000)...................................................................... $(5,842,947)
===========
</TABLE>

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<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND

- --------------------------------------------------------------------------------
Statement of Assets and Liabilities

September 30, 1995 (Unaudited)

<TABLE>
<S> <C> <C>
ASSETS
Investments, at value (Cost $124,176,704) (Note 1)
See accompanying schedule.................................... $145,227,373
Cash and foreign currency (Cost $1,062,997)....................... 1,045,444
Receivable for Fund shares sold................................... 8,808,807
Dividends and interest receivable................................. 239,562
Unamortized organization costs (Note 5)........................... 61,627
Net unrealized appreciation of forward exchange contracts (Note
1)............................................................... 57,056
Prepaid expense................................................... 1,681
------------
TOTAL ASSETS................................................. 155,441,550
------------
LIABILITIES
Payable for investment securities purchased....................... $7,470,486
Investment advisory fee payable (Note 2).......................... 121,578
Payable for Fund shares redeemed.................................. 14,101
Administration fee payable (Note 2)............................... 12,505
Transfer agent fees payable (Note 2).............................. 9,400
Accrued expenses and other payables............................... 62,693
----------
TOTAL LIABILITIES............................................ 7,690,763
------------
NET ASSETS............................................................. $147,750,787
============
NET ASSETS CONSIST OF
Undistributed net investment income............................... $ 881,400
Accumulated net realized gain on securities, forward exchange
contracts and foreign currencies................................. 230,111
Net unrealized appreciation of securities, forward exchange
contracts, foreign currencies and net other assets............... 21,090,172
Par value......................................................... 1,138
Paid-in capital in excess of par value............................ 125,547,966
------------
TOTAL NET ASSETS............................................. $147,750,787
============
NET ASSET VALUE, offering and redemption price per share
($147,750,787 / 11,384,472 shares of common stock outstanding)....... $12.98
======
</TABLE>

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<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND

- --------------------------------------------------------------------------------
Statement of Operations

For the six months ended September 30, 1995 (Unaudited)

<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Dividends (net of foreign withholding taxes of $39,708)....................... $ 957,332
Interest...................................................................... 496,599
-----------
TOTAL INVESTMENT INCOME.................................................. 1,453,931
-----------
EXPENSES
Investment advisory fee (Note 2).................................. $629,314
Administration fee (Note 2)....................................... 79,794
Transfer agent fees (Note 2)...................................... 28,005
Custodian fees (Note 2)........................................... 22,243
Legal and audit fees.............................................. 14,510
Amortization of organization costs (Note 5)....................... 9,761
Directors' fees and expenses (Note 2)............................. 4,675
Other............................................................. 60,206
Waiver of fees by investment adviser and administrator (Note 2)... (90,621)
Waiver of fees by custodian (Note 2).............................. (20,681)
--------
TOTAL EXPENSES........................................................... 737,206
-----------
NET INVESTMENT INCOME.............................................................. 716,725
-----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
(Notes 1 and 3)
Net realized gain (loss) on:
Securities............................................................... 284,066
Forward exchange contracts............................................... (10,354)
Foreign currencies....................................................... 10,536
-----------
Net realized gain on investments during the period............................ 284,248
-----------
Net change in unrealized appreciation (depreciation) of:
Securities............................................................... 17,719,516
Forward exchange contracts............................................... 121,298
Foreign currencies and net other assets.................................. (18,067)
-----------
Net unrealized appreciation of investments during the period.................. 17,822,747
-----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS.................................... 18,106,995
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............................... $18,823,720
===========
</TABLE>

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<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND

- --------------------------------------------------------------------------------
Statement of Changes in Net Assets

<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR
9/30/95 ENDED
(UNAUDITED) 3/31/95
------------ -----------
<S> <C> <C>
Net investment income.............................................. $ 716,725 $ 382,282
Net realized gain (loss) on securities, forward exchange contracts
and foreign currencies during the period......................... 284,248 (54,613)
Net unrealized appreciation of securities, forward exchange
contracts, foreign currencies and net other assets during the
period........................................................... 17,822,747 3,809,073
------------ -----------
Net increase in net assets resulting from operations............... 18,823,720 4,136,742
Distributions to shareholders from net investment income........... -- (236,230)
Net increase in net assets from Fund share transactions (Note 4)... 70,071,035 38,822,437
------------ -----------
Net increase in net assets......................................... 88,894,755 42,722,949
NET ASSETS
Beginning of period................................................ 58,856,032 16,133,083
------------ -----------
End of period (including undistributed net investment income
of $881,400 and $164,675, respectively).......................... $147,750,787 $58,856,032
============ ===========
</TABLE>

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<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND

- --------------------------------------------------------------------------------
Financial Highlights

For a Fund share outstanding throughout each period.

<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR PERIOD
9/30/95 ENDED ENDED
(UNAUDITED) 3/31/95(f) 3/31/94(a)
----------- ---------- ----------
<S> <C> <C> <C>
Net asset value, beginning of period............... $ 10.71 $ 9.71 $ 10.00
-------- ------- -------
Income from investment operations:
Net investment income(c)........................... 0.05 0.13 0.01
Net realized and unrealized gain (loss) on
investments...................................... 2.22 0.93 (0.30)
-------- ------- -------
Total from investment operations.............. 2.27 1.06 (0.29)
-------- ------- -------
Dividends from net investment income............... -- (0.06) --
-------- ------- -------
Net asset value, end of period..................... $ 12.98 $ 10.71 $ 9.71
======== ======= =======
Total return(d).................................... 21.20% 11.02% (2.90)%
======== ======= =======
Ratios/Supplemental Data
Net assets, end of period (in 000's)............... $ 147,751 $ 58,856 $ 16,133
Ratio of operating expenses to average net
assets(e)........................................ 1.46%(b) 1.74% 2.26%(b)
Ratio of net investment income to average net
assets........................................... 1.42%(b) 1.25% 0.64%(b)
Portfolio turnover rate............................ 2% 4% 0%
<FN>

- ---------------

(a) The Fund commenced operations on December 8, 1993.
(b) Annualized.
(c) Net investment income (loss) for a Fund share outstanding, before the waiver of fees by the
investment adviser and/or administrator and/or custodian for the six months ended September
30, 1995, the year ended March 31, 1995 and the 3.75-month period ended March 31, 1994 was
$0.04, $0.11 and $(0.01), respectively.
(d) Total return represents aggregate total return for the periods indicated.
(e) Annualized expense ratios before waiver of fees by investment adviser and/or administrator
and/or custodian for the six months ended September 30, 1995, the year ended March 31, 1995
and the 3.75-month period ended March 31, 1994 were 1.68%, 1.94% and 3.51%, respectively.
(f) Per share amounts have been calculated using the monthly average share method, which more
appropriately presents the per share data for the period since the use of the undistributed
income method does not accord with results of operations.
</TABLE>

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<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND

- --------------------------------------------------------------------------------
Notes to Financial Statements (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES

Tweedy, Browne American Value Fund (the "Fund") is a diversified series of
Tweedy, Browne Fund Inc. (the "Company"). The Company is an open-end management
investment company registered with the Securities and Exchange Commission under
the Investment Company Act of 1940, as amended. The Company was organized as a
Maryland corporation on January 28, 1993. The Fund commenced operations on
December 8, 1993. The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its financial
statements.

PORTFOLIO VALUATION Generally, the Fund's investments are valued at market
value or, in the absence of market value with respect to any portfolio
securities, at fair value as determined by or under the direction of the
Company's Board of Directors. Portfolio securities that are traded primarily on
a domestic exchange are valued at the last sale price on that exchange or, if
there were no sales during the day, at the mean between the last ask price and
the last bid price prior to the close of regular trading. Over-the-counter
securities and securities listed or traded on certain foreign exchanges whose
operations are similar to the United States ("U.S.") over-the-counter market are
valued at the mean between the current bid and ask prices. Portfolio securities
that are traded primarily on foreign exchanges generally are valued at the
preceding closing values of such securities on their respective exchanges,
except that when an occurrence subsequent to the time that a value was so
established is likely to have changed such value, then the fair value of those
securities will be determined by consideration of other factors by or under the
direction of the Company's Board of Directors. Short-term investments that
mature in 60 days or less are valued at amortized cost.

REPURCHASE AGREEMENTS The Fund engages in repurchase agreement
transactions. Under the terms of a typical repurchase agreement, the Fund takes
possession of an underlying debt obligation subject to an obligation of the
seller to repurchase, and the Fund to resell, the obligation at an agreed-upon
price and time, thereby determining the yield during the Fund's holding period.
This arrangement results in a fixed rate of return that is not subject to market
fluctuations during the Fund's holding period. The value of the collateral is at
least equal at all times to the total amount of the repurchase obligations,
including interest. In the event of counterparty default, the Fund has the right
to use the collateral to offset losses incurred. There is potential loss to the
Fund in the event the Fund is delayed or prevented from exercising its rights to
dispose of the collateral securities, including the risk of a possible decline
in the value of the underlying securities during the period while the Fund seeks
to assert its rights. The Fund's investment adviser, acting under the
supervision of the Company's Board of Directors, reviews the value of the
collateral and the creditworthiness of those banks and dealers with which the
Fund enters into repurchase agreements to evaluate potential risks.

FOREIGN CURRENCY The books and records of the Fund are maintained in U.S.
dollars. Foreign currencies, investments and other assets and liabilities are
translated into U.S. dollars at the exchange rates prevailing at the end of the
period, and purchases and sales of investment securities, income and expenses
are translated on the respective dates of such transactions. Unrealized gains
and losses which result from changes in foreign currency exchange rates

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<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND

- --------------------------------------------------------------------------------
Notes to Financial Statements (Unaudited)

have been included in the unrealized appreciation (depreciation) of currencies
and net other assets. Net realized foreign currency gains and losses resulting
from changes in exchange rates include foreign currency gains and losses between
trade date and settlement date on investment securities transactions, foreign
currency transactions and the difference between the amounts of interest and
dividends recorded on the books of the Fund and the amount actually received.
The portion of foreign currency gains and losses related to fluctuation in the
exchange rates between the initial purchase trade date and subsequent sale trade
date is included in realized gains and losses on investment securities sold.

FORWARD EXCHANGE CONTRACTS The Fund has entered into forward exchange
contracts for non-trading purposes in order to reduce its exposure to
fluctuations in foreign currency exchange on its portfolio holdings. Forward
exchange contracts are valued at the forward rate and are marked-to-market
daily. The change in market value is recorded by the Fund as an unrealized gain
or loss. When the contract is closed, the Fund records a realized gain or loss
equal to the difference between the value of the contract at the time that it
was opened and the value of the contract at the time that it was closed.

The use of forward exchange contracts does not eliminate fluctuations in
the underlying prices of the Fund's investment securities, but it does establish
a rate of exchange that can be achieved in the future. Although forward exchange
contracts limit the risk of loss due to a decline in the value of the hedged
currency, they also limit any potential gain that might result should the value
of the currency increase. In addition, the Fund could be exposed to risks if the
counterparties to the contracts are unable to meet the terms of their contracts.
The Fund currently enters into such contracts with Mellon Bank Corporation
("Mellon Bank") and Brown Brothers Harriman & Co.

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Dividends from net investment
income, if any, and distributions from realized capital gains after utilization
of capital loss carryforwards, if any, will be declared and paid annually.
Additional distributions of net investment income and capital gains from the
Fund may be made at the discretion of the Board of Directors in order to avoid
the application of a 4% non-deductible Federal excise tax on certain
undistributed amounts of ordinary income and capital gains. Income distributions
and capital gain distributions are determined in accordance with income tax
regulations which may differ from generally accepted accounting principles.
These differences are primarily due to differing treatments of income and gains
on various investment securities held by the Fund, timing differences and
differing characterization of distributions made by the Fund.

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<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND

- --------------------------------------------------------------------------------
Notes to Financial Statements (Unaudited)

1986, as amended, applicable to regulated investment companies and by
distributing substantially all of its taxable income to its shareholders.
Therefore, no Federal income tax provision is required.

EXPENSES Expenses directly attributable to each Fund as a diversified
series of the Company are charged to that Fund. Other expenses of the Company
are allocated to each Fund based on the average net assets of each Fund.

2. INVESTMENT ADVISORY FEE, ADMINISTRATION FEE AND OTHER PARTY TRANSACTIONS

The Company on behalf of the Fund has entered into an investment advisory
agreement (the "Advisory Agreement") with Tweedy, Browne Company L.P. ("Tweedy,
Browne"). Under the Advisory Agreement, the Company pays Tweedy, Browne a fee at
the annual rate of 1.25% of the value of its average daily net assets. The fee
is payable monthly, provided the Fund will make such interim payments as may be
requested by the adviser not to exceed 75% of the amount of the fee then accrued
on the books of the Fund and unpaid. From time to time, Tweedy, Browne may
voluntarily waive a portion of its fee otherwise payable to it. For the six
months ended September 30, 1995, Tweedy, Browne voluntarily waived fees of
$63,621.

The current and retired general partners and their families, as well as
employees of Tweedy, Browne, the investment adviser to the Fund have
approximately $16.2 million of their own money invested in the Fund.

The Company on behalf of the Fund has entered into an administration
agreement (the "Administration Agreement") with The Shareholder Services Group
Inc. ("TSSG"), a wholly owned subsidiary of First Data Corporation. Under the
Administration Agreement, the Company pays TSSG an administrative fee and a fund
accounting fee computed daily and payable monthly at the following annual rates
of the value of the average daily net assets of the Fund.

<TABLE>
<CAPTION>
FEES ON ASSETS
----------------------------------------------
BETWEEN
UP TO $200 AND EXCEEDING
$200 MILLION $500 MILLION $500 MILLION
---------------------------------------------------------------------------------
<S> <C> <C> <C>
Administration Fees 0.10% 0.08% 0.06%
---------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
UP TO EXCEEDING
$100 MILLION $100 MILLION
---------------------------------------------------------------------------------
<S> <C> <C>
Accounting Fees 0.06% 0.04%
---------------------------------------------------------------------------------
</TABLE>

For the six months ended September 30, 1995, TSSG voluntarily waived
administration fees of $27,000.

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<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND

- --------------------------------------------------------------------------------
Notes to Financial Statements (Unaudited)

Company will pay for Fund Accounting Services a minimum fee of $40,000 per Fund
per annum, not to be aggregated with fees for Fund Administration Services.

No officer, director or employee of Tweedy, Browne, TSSG or any parent or
subsidiary of those corporations receives any compensation from the Company for
serving as a director or officer of the Company. The Company pays each director
who is not an officer, director or employee of Tweedy, Browne, TSSG or any of
their affiliates $2,000 per annum plus $500 per Regular or Special Board Meeting
attended in person or by telephone, plus out-of-pocket expenses.

Boston Safe Deposit and Trust Company ("Boston Safe"), an indirect wholly
owned subsidiary of Mellon Bank serves as the Fund's custodian pursuant to a
custody agreement (the "Custody Agreement"). From time to time, Boston Safe may
voluntarily waive a portion of its fee otherwise payable to it. For the six
months ended September 30, 1995, Boston Safe voluntarily waived fees of $20,681.
Unified Advisers, Inc., serves as the Fund's transfer agent. Tweedy, Browne also
serves as the distributor to the Fund and pays all distribution fees. No
distribution fees are paid by the Fund.

For the six months ended September 30, 1995, the Fund incurred total
brokerage commissions of $90,755.

3. PURCHASES AND SALES OF SECURITIES

Cost of purchase and proceeds from sales of investment securities,
excluding short-term investments for the six months ended September 30, 1995,
aggregated $53,626,903 and $1,849,048, respectively.

At September 30, 1995, the aggregate gross unrealized appreciation for all
securities in which there was an excess of value over tax cost was $21,983,821
and the aggregate gross unrealized depreciation for all securities in which
there was an excess of tax cost over value was $933,152.

4. CAPITAL STOCK

The Company is authorized to issue one billion shares of $.0001 par value
capital stock, of which 400,000,000 of the unissued shares have been designated
as shares of the Fund. Changes in shares outstanding for the Fund were as
follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED 9/30/95 YEAR ENDED 3/31/95
--------------------------- ---------------------------
SHARES AMOUNT SHARES AMOUNT
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sold 7,181,700 $ 85,644,915 4,305,320 $43,591,028
Reinvested -- -- 22,466 224,083
Redeemed (1,293,312) (15,573,880) (492,575) (4,992,674)
- -------------------------------------------------------------------------------------------------------
Net Increase 5,888,388 $ 70,071,035 3,835,211 $38,822,437
- -------------------------------------------------------------------------------------------------------
</TABLE>

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<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND

- --------------------------------------------------------------------------------
Notes to Financial Statements (Unaudited)

5. ORGANIZATION COSTS

The Fund bears all costs in connection with its organization including the
fees and expenses of registering and qualifying its shares for distribution
under Federal and state securities regulations. All such costs have been
deferred and are being amortized over a five-year period using the straight-line
method from the commencement of operations of the Fund. In the event that any of
the initial shares of the Fund are redeemed during such amortization period, the
Fund will be reimbursed for any unamortized organization costs in the same
proportion as the number of shares redeemed bears to the number of initial
shares held at the time of redemption.

6. CAPITAL LOSS CARRYFORWARD

At March 31, 1995, the Fund had for Federal tax purposes unused capital
losses of $54,137, expiring on March 31, 2003, which can be used to offset
future net capital gains.

7. SUBSEQUENT EVENT

As of November 1, 1995, The Shareholder Services Group, Inc. will be known
as First Data Investor Services Group, Inc.

This report is for the information of the shareholders of Tweedy, Browne
Fund Inc. Its use in connection with any offering of the Company's shares is
authorized only in a case of a concurrent or prior delivery of the Company's
current prospectus. Tweedy, Browne Company L.P. is a member of the NASD and is
the Distributor of the Company.

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[GRAPHIC OF UNITED STATES MAP]

TWEEDY, BROWNE
AMERICAN VALUE FUND

---------------------
SEMI-ANNUAL
---------------------
SEPTEMBER 30, 1995
---------------------
---------------------

TWEEDY, BROWNE FUND INC.
52 Vanderbilt Avenue, NY, NY 10017
800-432-4789 or 800-873-8242

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<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND

- ------------------------------------------------------------------------
- --------
Investment Manager's Report
- ------------------------------------------------------------------------
- --------

To Our Shareholders in Tweedy, Browne Global Value Fund:

We are pleased to present the Semi-Annual Report of Tweedy, Browne
Global
Value Fund (the "Fund") for the six months ended September 30, 1995. For
this
six-month period, the net asset value per share of your Fund increased
10.2%* to
$12.70 per share. For the first nine months of calendar year 1995, the
net asset
value of your Fund showed a gain of 6.9%.* Since your Fund is hedged
back into
the U.S. dollar, we believe a relevant comparison is to the Morgan
Stanley
Europe, Australia and Far East Index (EAFE) in local currency, which
showed
gains of 11.7% for the six months and 3.0% for the nine months ended
September
30, 1995. For the same six and nine-month periods, the EAFE Index,
translated
into U.S. dollars, increased 4.9% and 6.9%, respectively.** (Results in
U.S.
dollars and local currencies include dividends, net of foreign
withholding
taxes.) Translated into U.S. dollars, currency movements had a negative
impact
on the U.S. dollar EAFE Index return for the six-month period but were
beneficial for the nine-month period.

The fundamental financial characteristics of the Fund have not
changed in
any material way over the past six months. As of September 30, 1995, 37%
of the
portfolio was invested in 113 issues that had a weighted average price
to book
value ratio of 61%. Of the 6,471 stocks in one of our global databases,
181
issues, or 3% of the total, had a price to book value ratio of 61% or
less.
Similarly, 56 issues in the Fund representing 44% of the portfolio had a
weighted average price/earnings ratio of 9.6 times, as compared to the
global
database where 1,192 issues, or 18% of the total had a price earnings
ratio of
9.6

- ---------------

* The Fund had a total return for the year ended September 30, 1995 of
4.7%
and an average annual total return since inception (June 15, 1993)
through
September 30, 1995 of 11.7%. EAFE, in local currency, net after
withholding
taxes, had a total return of 2.5% and 5.2%, respectively, for the
year ended
September 30, 1995 and for the period May 31, 1993 through September
30,
1995. (Index information is available at month end only; therefore,
the
closest month end to inception date of the Fund, May 31, 1993, has
been
used.) Past performance is not a guarantee of future results and
total
return and principal value of investments will fluctuate with market
changes; and shares, when redeemed, may be worth more or less than
their
original cost.

** Results for the Morgan Stanley Capital International World Index
(the "MSCI
World Index") for the six and nine-month periods ended September 30
are
10.1% and 15.2%, respectively, in U.S. Dollars and 14.1% and 12.6%,
respectively, in local currencies. Results include dividends, net of
foreign
withholding taxes. The MSCI World Index is comprised of EAFE plus
Canada,
the U.S. and South African Gold Mines. The U.S. component is 40% of
the
total. The Fund's U.S. component is 17%.

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<PAGE>

times or less. The total number of issues in the Fund was 209, of which
157
issues representing 53% of the amount invested in stocks had a market
capitalization of less than $1 billion. Further, 140 of these issues
representing 39% of the amount invested in stocks had a market
capitalization of
less than $500 million. We continue to focus our search for new
investments on
low price/earnings ratio and low price to book value stocks with a bias
towards
smaller and medium capitalization companies.

The geographic distribution of our assets has also not changed
significantly over the past six months. The five largest countries for
investment remain the U.S., Switzerland, Japan, France, and the
Netherlands. By
region, Europe continues to be the largest at 55% of net assets, with
North
America next at 18%, followed by the Far East and Australia at 15%. The
overall
level of investment has declined somewhat from 93% of net assets to 87%.
This
decline is not the result of any conscious decision on our part to raise
cash,
but a result of rising stock markets, which often have the effect of
lowering
the level of investment on value managed portfolios. With time, the
level of
investment will go back to a more fully invested position. Additionally,
our
preference for smaller cap companies requires a go-slow approach to
investing,
especially since we do not want our buy orders to be the reason for the
rise in
the price of a stock. This is one of the principles we follow in
managing your
Fund because we believe it ultimately produces better investment
results.

No matter where in the world one is investing, in our opinion it is
essential to first have a set of investment principles to guide you.
Here at
Tweedy, Browne, we are fortunate in having a set of principles developed
by
individuals far smarter than we, and proven time and again in academic
studies
of historical stock market performance.

In the United States, the investment business is a highly developed
industry where information of all sorts is readily available to anyone.
However,
one of the most successful approaches to investing was developed by
Benjamin
Graham in the pre-Bloomberg, pre-Compustat, pre-derivatives dark ages of
the
1920s and 1930s. Ben determined that there were two values to every
share of
stock. The first value was the most recent price at which shares of that
stock
had traded. The second value was that which would accrue to that share
of stock
in the event the business was sold or liquidated in an arms' length
transaction
involving knowledgeable buyers and sellers, or what Ben called INTRINSIC
VALUE.
The first value, market value, is influenced by many emotional factors,
such as
greed and fear, and thus is more volatile. Intrinsic value has generally
been
more stable because it involves a pragmatic business investment
decision, and
the decision makers generally have a better frame of reference, a better
knowledge tree, for making their valuations.

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<PAGE>

have any children who drive, and whose car is a Volvo station wagon. If
you only
issue policies to motorists who meet these criteria, you will do far
better than
Allstate, which also insures Hot Rod Harry, who believes the measure of
his
manhood is how much rubber he can burn while racing his Camaro from 0 to
60 mph,
or dear old Aunt Doris in Boca Raton who, at 86 is a tad forgetful and
is
unwilling to give up her license.

In the same way that Ben Graham did before us, we have established
"underwriting" criteria for stocks we are willing to buy. For example,
we like
to buy stocks selling at two-thirds of net current assets, or stocks
selling at
one-half of book value when equity is greater than all liabilities, or
stocks
with fairly reliable earnings that are selling at an earnings yield at
least 50%
greater than the long-term bond yield. And like the insurance company
that wants
to issue as many policies as it can that meet its criteria to achieve
the
desired statistical result that such underwriting standards should
produce, we
want to own a diversified portfolio of stocks meeting our criteria. A
portfolio
that in total meets these criteria will be priced in total at a
substantial
discount to intrinsic value.

Another method of determining intrinsic value is the appraisal
method. This
method is company specific; i.e., it is done company by company. It is
analogous
to putting your house on the market. You call a real estate broker and
ask for
an appraisal of your house based on recent comparable sales. A board of
directors does the same thing when it puts the company up for sale.
Basically,
investment bankers are fancy real estate brokers dealing in high priced
merchandise. They track sales of similar businesses, or do discounted
cash flow
analyses to come up with the value of a business. In this way, intrinsic
valuation models can be determined for different kinds of businesses.
For
example, the average television station currently sells for 10 times
cash flow
less any debt and plus any cash. Banks are currently being acquired for
approximately 15 times earnings. Branded consumer products companies are
currently being acquired on average for 10 times pre-tax earnings, again
adjusted for debt and cash. If we construct a portfolio of companies
selling at
a 40% to 50% discount from what they would be worth in a sale of the
entire
business, we end up making money. Value investors are successful
primarily
because they set up their models before setting out to buy their stocks.

Value investors also have the advantage of knowing what they CANNOT
do. We
recognize the futility of trying to predict stock market movements, and
the
absurdity of technical analysis with its shoulders and heads, etc. To
us, this
is no more than garbage in, garbage out. We are sure that if someone
gathered
the information, some correlation between the weather and the stock
markets
could probably be drawn, such as 52% of the time the stock market
declines
following five straight days of rain in the Mississippi Delta. The real
beauty
of value investing, beyond its financial rewards, is that it is possible
to be
successful without being a rocket scientist. If you have figured out
what has
worked, and then do that, it can be relatively easy to succeed.

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booklet, which is entitled, WHAT HAS WORKED IN INVESTING*. The studies
are
split fairly evenly between U.S. stocks and foreign stocks and were not
selected
because they reached a conclusion supporting value investing. These were
all the
studies we found. However, the results are very similar. Low price to
book
value, low price/earnings ratios, low price to cash flow, stocks that
had
declined significantly, stocks with significant insider purchases, etc.,
all
criteria that on the surface seem logical, did in fact provide superior
investment returns.

One of our favorite studies, CONTRARIAN INVESTMENT, EXTRAPOLATION
AND RISK,
by Professors Lakonishok, Vishny and Shliefer does not reach any
investment
conclusions that surprise us after more than 25 years of value
investing. What
is different about this study, and highly important, is that it
addresses the
question of why more people are not value investors despite the
empirical
evidence. Starting with Ben Graham in the 1930s, through the decades and
numerous other studies, many of which are included in our booklet, the
empirical
data demonstrates the superior performance of value investing. The
reason seems
to be that it runs against human nature to be a contrarian, which is key
to
value investing. We are often buying out of favor stocks, stocks that
the
investment community is avoiding because of past poor performance. It is
similar
to drawing up a list of potentially good spouses and saying you only
want to see
the ones that all your peers have rejected. In the world of
institutional money
management, if you go against the consensus and perform badly, you're
dead. If
you go with the consensus, you have a much better chance of surviving
even if
you perform poorly because most others will have performed poorly, too.
Being a
contrarian may simply be too great a risk despite empirical evidence
supporting
this approach. We believe most investors who are not contrarians have
not taken
the time to figure out how to play the game, learn what has worked and
then
build models for successful investing, so they lack any convictions from
which
to draw the strength to go against the crowd. As John Train wrote in his
chapter
on Ben Graham in THE MONEY MASTERS: "MANY PEOPLE, INCLUDING EXPERIENCED
BUSINESSMEN AND PROFESSIONALS, HAVE BEEN FINANCIALLY SHIPWRECKED BECAUSE
THEY
TRUSTINGLY SET FORTH IN A LEAKY CRAFT CAPTAINED BY AN INCOMPETENT.
sOMEONE WHO
SPENT THE FEW HOURS NECESSARY TO UNDERSTAND THE INTELLIGENT INVESTOR
WOULD BE
UNLIKELY TO SUFFER THIS FATE. YET ALAS, FEW STOCKHOLDERS, LET ALONE
INVESTORS,
HAVE DONE IT."

Having adopted investment models based on Ben Graham's investment
principles, we at Tweedy, Browne had little difficulty making the
transition to
investing in foreign stocks. We just applied the same investment
principles,
models, to non-U.S. stocks while developing a few additional models to
deal with
the particular
pecul*******************************************************************
************************************************************************
************************************************************************
************************************************************************
************************************************************************
************************************************************************
************************************************************************
*************scovery of a
number of companies that were selling at less than one-third of book

- ---------------

* If you would like a copy of WHAT HAS WORKED IN INVESTING, call
Shareholder
Services at (800) 873-8242.

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value. At the time, the entire Japanese stock market was selling for
about 15
times earnings. Buying the insurers at one-third of book value
effectively let
you buy the Japanese market at roughly 5 times earnings. Tracing back
through
the history of Tweedy, Browne to the days when our principal business
was as a
market maker in inactively traded securities, the lack of standard
information
on a company or a concern for liquidity in its shares was never an
obstacle to
investment. Indeed, the greater the absence of these two factors, the
greater
the possibility of finding a bargain. Having profitably invested in
hundreds, if
not thousands, of obscure securities over the years, we knew that if
something
was cheap, we shouldn't ask why, we should just buy it! When the
Japanese market
began to take off in the early to mid-1980s, these stocks appreciated
significantly and we made handsome profits.

Our next investments in non-U.S. stocks came in the mid-1980s. This
time
the bargains were in Europe. Having developed a group of European
clients in the
late 1970s and early 1980s, we traveled to Europe frequently. In our
discussions
with our clients, we learned of the particular problems of managing
money in a
multi-national, multi-currency environment. We also learned that while
different, European business people are also much the same as their
American
counterparts. They all go to work every day and try to figure out how to
make a
profit. When we began to see particularly cheap stocks in rather basic
industries, we were not put off by their foreignness, but rather
intrigued. For
instance, at about the time that U.S. consumer products companies like
Carnation
and General Foods were being acquired at 6 to 10 times pre-tax earnings,
we
found companies like Distillers Corp. in the U.K. selling at 4.5 times
after-tax
earnings. Distillers had a truly international list of brands. The only
negative
for the company was that it happened to be incorporated in the U.K.,
which was
in the doldrums at the time. Distillers was ultimately acquired within
less than
a year at a price twice its market price from twelve months earlier. We
found
tobacco companies, insurance companies, insurance brokers, banks, etc.,
all at
compellingly cheap valuations.

However, investing abroad in the mid-1980s was not as much a
disciplined
process as we would have liked for a very simple reason. While the U.S.
had for
many years a comprehensive database of all publicly traded, SEC filing
companies, a comparable database did not exist outside the U.S. partly
because
of differences in accounting conventions from country to country, partly
because
these markets were not as mature as the U.S. This made the task of
screening the
universe of non-U.S. stocks impossible. Without the ability to screen,
it was
not possible to construct as diversified a portfolio as we like. At the
time we
had a foreign client, a U.K. investment banker, for whom we managed
money in the
U.S. He kept asking us why we couldn't apply the same value criteria
outside the
U.S. He knew a large part of the London investment management community,
and he
said no one was practicing bottom-up value investing. Everyone was top
down,
macro-economic global asset allocators. Our answer was always the same:
we had
no database. This situation began to change in the early 1990s.
Different
databases began to appear covering different countries or regions with
varying
degrees of depth. By piecing together these various databases, we were
finally
able to screen a sufficiently large universe of stocks outside the U.S.,
and we
decided to begin managing dedicated foreign portfolios. We called our
U.K.
investment banker/friend who became our first international investment
management client, and we were off.

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However, before we started we asked ourselves a few basic
questions, like
why are we investing in foreign stocks. The answer was simple. We were
merely
increasing our chances of finding a bargain by opening our horizons to
markets
that, in total, had a market capitalization as large as the United
States. It
was like switching from an investment grocery store that had 10,000
items on the
shelf to one that had 20,000 items from which to choose.

Consultants are advising their clients to invest in foreign stocks
because
of a lack of correlation between stock markets. This means that if the
U.S.
market is plunging, some other markets may be rising, thereby smoothing
out your
results. (Trying to eliminate volatility in a portfolio at times seems
more
important than making profits.) However, this lack of correlation,
markets not
moving in the same direction at any particular point in time, turns out
to be
more a factor of currency movements than stock index movements, at least
as far
as markets in developed countries are concerned. During the crash of
1987, all
markets participated fully in the plunge. The bear market of 1973-74
also seems
to have been highly democratic worldwide. Nevertheless, there will be
times when
economic factors peculiar to one country or region can result in cheap
stocks in
one part of the world as opposed to another. For example, following the
reunification of Germany and the printing of good West German Marks that
were
exchanged for not so good East German Marks, the Bundesbank drove up
German
interest rates precipitously, which in turn drove up all European
interest rates
because of the European Monetary Union. Rising interest rates are one of
the
stock market's worst enemies, which resulted in an abundance of cheap
stocks all
across Europe at a time when U.S. stocks were not particularly
undervalued. And
the first nine months of this year have also seen a significant
divergence in
performance of the U.S. market versus most major world markets.

Next, we had to decide in which countries to invest. We determined
that we
would only invest in developed markets, not emerging markets. Emerging
markets
in our opinion were countries with low per-capita income and little or
no
history of political stability. Or, as a friend of ours likes to say,
"Why send
your hard earned dollars to a country you are afraid to visit?" Remember
not so
long ago when Mexico (not that we would be afraid to visit Mexico) was
the
darling of the investment community; it had finally found capitalist
religion
and was ready to take its rightful place among the developed economies
of the
world? Then we found out the Mexican economy was being funded by global
fixed
income fund managers and the whole thing imploded. Additionally, in
emerging
markets, valuations are often very high, at times at super growth stock
levels,
which means there is little investment opportunity for a value investor.
For
example, Singapore Telephone which serves a nation of 3 million citizens
had a
market capitalization at one time greater than Pacific Telesis, which
serves
California and Nevada.

The final consideration was currency, which also led us to
developed
markets. This was the last decision we had to make. We decided to hedge
all of
our foreign stock investments back into the U.S. Dollar, effectively
becoming
what we call currency agnostics. By hedging currency exposure we could
invest
anywhere we found cheap stocks without concern for the macro-economic
issues
that drive most global money managers. If, as value investors, we do not
believe
that we can predict stock market movements, why would we begin to think
we could
predict currency movements. As Warren Buffett

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would say, we decided to stay within our circle of competence. And as
one of our
clients observed, hedging is like the farmer growing corn. He doesn't
care what
the price of corn is until the day he decides to take his corn to
market. In the
same way, if one of our foreign stocks has reached our sell target in
its local
currency, we may find out that currency fluctuations have wiped out our
profit
when translated back into dollars. Our decision to hedge currency also
affected
our decision as to which countries to invest in because a forward market
for
currency does not exist for many emerging markets. With this framework
in place,
our universe became all countries in Europe west of the former Iron
Curtain,
Canada, Japan, Hong Kong, Singapore, Australia and New Zealand, a total
of 20
markets outside the United States.

With the major decisions on foreign investing made, we were ready
to begin
looking at some stocks. One of the principal complaints, or questions,
we
frequently hear about investing outside the U.S. is about the
accounting. Yes,
it is different, especially in Europe. And it is different from country
to
country in Europe, although becoming less so as they switch to
international
accounting standards. Once upon a time, to be a securities analyst in
the U.S.,
we had to develop a basic understanding of what we call GAAP (generally
accepted
accounting principles) accounting.

Likewise, analysts in Switzerland had to learn Swiss accounting
conventions. While the Swiss are pretty smart, their accounting methods
are not
unfathomable to their U.S. counterparts. However, it is helpful to
understand
the motivation behind their accounting conventions, part of the cultural
understanding referred to earlier. Unlike U.S. companies that get to
keep two
sets of books, one for stockholders and one for the IRS, one which shows
tremendous earnings and one which shows a company barely breaking even,
our
European counterparts only get to keep one set of books. Given their
inherent
distrust of governments, (remember Europeans have been through world
wars,
dictatorships, nationalizations and other forms of official confiscation
of
wealth; why else would the Swiss banking system exist?) their accounting
is
designed to hide earnings and understate asset values. While their
accounting
may not be as transparent as ours, it is in the so-called Anglo
countries with
their more highly developed accounting standards that one finds the
great
accounting frauds like Phar Mor and Polly Peck and Barings.

For example, in 1991 we invested in the Swiss company, Lindt and
Sprungli,
makers of the well-known Lindt chocolates. When we discovered Lindt and
Sprungli, the shares were trading at 12,000 SF, down perhaps 60% from
their
previous high. Earnings per share were reported as 1,121 SF for a
price/earnings
ratio of 10.7. This was not bad for a company with Lindt's market
position and
in light of acquisitions of other European candy companies at multiples
of
pre-tax earnings in excess of 10 times. However, upon closer
examination, it
appeared that some adjustments might be in order. Annual depreciation
and
amortization were running nearly 47 million SF on a fixed asset base of
124
million SF, or 37.7% per year. The assets were being depreciated every
2.6 years
which seems a little short especially the way the Swiss build things. We
looked
at other candy companies. We spoke to someone at Nestle and asked them
how they
looked at depreciation. We were told that Nestle considered depreciation
as a
percent of sales and they were among the highest at 3.5%. Lindt was at
6% of
sales. The industry average was 2.5%, and we chose an average of Nestle
and the
industry for Lindt, or 3% of sales. Using 3% cut

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Lindt's depreciation about in half from 46.9 million SF to 23.1 million
SF,
adding 23.8 million SF to pre-tax earnings. Taxing this additional
income at the
Swiss corporate rate of 35% increased earnings by 15.5 million SF or 469
SF per
share. Adjusted earnings per share was then 1,590 SF for an adjusted
price/earnings ratio of 7.5, which was one of the lowest price/earnings
ratios
for a major consumer franchise in the world. In our estimation, we
expected that
a company like Phillip Morris would bid aggressively for Lindt and
Sprungli if
given the chance.

Switzerland has generally been an easy country to invest in even
for the
top down investors. A bucolic republic, we often think if the Disney
Company
were asked to create a country it would be Switzerland. And from an
investor's
perspective, it is also ideal. It has one of the most stable governments
in
Europe with a federalist system so strong that few Swiss can tell you
who is
president of their nation simply because it does not matter. It has one
of the
strongest currencies in the world, which makes managing money for
clients who
want their results denominated in Swiss Francs very difficult. They have
to
import workers, and their inflation and interest rates are among the
lowest in
the world.

To the south of Switzerland lies Italy which, from a governance or
economic
perspective, is Switzerland turned inside out. The economy is a
disaster, social
benefits are bankrupting the government, corruption is rampant, and not
even the
Italians want to hold the currency. While from a top down perspective it
would
be difficult, if not impossible, to make a case for investing in Italy,
there
are some real bargains. After all, there are 55 million Italians and
even the
ones who can afford to leave, don't. It has one of the largest economies
in
Europe, and if you add in the black market economy, it increases
significantly.
Italian business people, just like their American counterparts, go to
work
trying to figure out how to earn a profit. And like everywhere else,
their
stocks go up and down. For example, your Fund owns shares in an Italian
company
called Franco Tosi, which is in the packaging business and operates a
water
utility. The shares are currently trading at about 13,900 Lira per
share. The
shares have a tangible book value of 30,663 Lira, which includes 27,455
Lira per
share of cash and marketable securities net of all debts. Thus, these
shares are
selling for 45% of book value and 51% of net liquid assets.

We are also finding a number of cheap stocks in Japan. Your Fund
has
purchased shares in a company called Toyo Tec which, despite the sound
of its
name, is not a technology stock. It is in the mechanical and personal
security
business, a sort of Pinkerton's of Japan. At a market price of 850 Yen
per
share, the shares were trading at 55% of book value and about two-thirds
of
their net cash and equivalents per share of 1,260 Yen. Earnings are
currently
estimated at about 41 Yen per share, and the stock has traded as high as
2,400
Yen in the past three years. Its market capitalization is $120 million.

Every day we continue to look for similar undervalued stocks, and
we
attempt to build a diversified portfolio from these stocks. We cannot
predict
when we will realize gains from these investments. Our U.S. investments
are
doing very well in 1995 as evidenced by the increase of 32.2% in the net
asset
value of shares of the Tweedy, Browne American Value Fund for the first
nine
months of this year. In our opinion, most market pundits were not
predicting
that U.S. stock markets would have such a good year.

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Rather than try to time stock markets, we prefer to buy cheap stocks and
wait.
In time, we have been rewarded; we have no reason to believe that times
have
changed. As of the date of this letter, the current and retired partners
and
their families, as well as employees of Tweedy, Browne, have more than
$15.5
million invested in the Fund, of which approximately $1.9 million has
been added
since the Annual Report to Shareholders at March 31, 1995.

Sincerely,

Christopher H. Browne
William H. Browne
John D. Spears

General Partners
TWEEDY, BROWNE COMPANY L.P.
Investment Adviser to the Fund

October 31, 1995

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TWEEDY, BROWNE GLOBAL VALUE FUND

<TABLE>

- ------------------------------------------------------------------------
- --------
Portfolio of Investments
- ------------------------------------------------------------
************************************************************************
************************************************************************
************************************************************************
************************************************************************
************************************************************************
************************************************************************
************************************************************************
********0 Carillon Development Ltd. ........ 66,623
------------
100,496
------------
AUSTRIA -- 0.7%
37,200 Bau Holding AG.................... 1,921,553
8,746 Papierfabrik Laakirchen AG........ 3,134,546
5,030 Steyer-Daimler-Puch AG............ 97,621
------------
5,153,720
------------
BELGIUM -- 0.6%
453 Fabrique de Fer de Charleroi...... 1,101,684
1,139 Glaces de Charleroi............... 2,204,391
620 Henex SA.......................... 924,728
154 Spadel............................ 214,762
605 UCO............................... 319,991
------------
4,765,556
------------
CANADA -- 1.3%
73,012 BRL Enterprises Inc. ............. 213,231
166,500 Corby Distilleries Ltd., Class
A............................... 4,769,709
104,600 Corby Distilleries Ltd., Class
B............................... 2,840,805
24,400 E.L. Financial Corporation Ltd.... 1,379,813
151,200 Melcor Developments Ltd........... 1,167,231
90,900 Westfield Minerals Ltd............ 84,546
------------
10,455,335
------------
DENMARK -- 2.4%
80,624 Difko Holding, Class B............ 1,658,002
9,000 Girobank A/S...................... 436,728
23,930 Gronlandsbanken................... 1,044,658
1,801 Hoejgaard Holdings, Class A....... 194,931
10,700 Nordvestbank...................... 854,108
44,738 Ove Arkil, Class B................ 3,187,789
216,871 Spar Nord Holdings................ 7,237,510
124,698 Syd Sonderjylland Holdings+....... 4,138,979
------------
18,752,705
------------
FINLAND -- 3.4%
2,000 Atria OY.......................... 22,331
764,900 Kesko Ord......................... 8,495,808
143,100 Kone Corporation, Class B......... 15,894,237
28,550 Wemer Soderstrom, Class B......... 2,570,238
------------
26,982,614
------------

<CAPTION>
MARKET
VALUE
SHARES (NOTE 1)
- --------- ------------
<C> <S> <C>
FRANCE -- 10.6%
107,460 Alcatel Alsthom Compagnie Generale
d'Electricite................... $ 9,036,285
14,400 Alspi............................. 895,961
24,763 Centenaire Blanzy................. 1,352,675
5,229 Christian Dior, SA................ 475,701
71,019 Compagnie Financiare de Paribas... 3,590,970
265 Compagnie Financiare de Rombas.... 22,859
143,460 Compagnie Financiere de Suez...... 5,529,233
57,700 Compagnie Lebon SA................ 2,407,828
206 Didot Bottin...................... 27,985
737 Docks Lyonnais.................... 20,174
31,531 Eurafrance........................ 9,348,210
1,150 Fiat France SA.................... 30,405
66,531 Fonciere Financiere Et de
Participation................... 2,620,980
31,661 France SA......................... 4,423,346
17,140 Gan Group SA...................... 461,174
109 Gantois........................... 29,771
16,298 Guillard Musique.................. 761,533
25,500 Idia.............................. 627,079
2,022 Idianova.......................... 26,278
35,674 Investissements de Paris.......... 945,366
51,593 Klepierre......................... 6,076,544
27,558 La Concorde....................... 3,531,140
5,229 LVMH Moet Hennessey............... 986,443
54,850 Marine Wendel..................... 4,321,616
13,701 Mecelec SA........................ 233,706
3,347 Monneret Jouets................... 45,197
38,018 Paluel Marmont.................... 2,578,538
9,073 Paris Orleans..................... 443,839
53,800 Peugeot SA........................ 7,967,489
22,534 Rallye............................ 658,929
49,464 Salins du Midi, Series A.......... 4,017,789
90,370 Scor SA Ord....................... 2,715,963
13,082 Sediver........................... 541,929
</TABLE>

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TWEEDY, BROWNE GLOBAL VALUE FUND

<TABLE>

- ------------------------------------------------------------------------
- --------
Portfolio of Investments
- ------------------------------------------------------------------------
- --------

September 30, 1995 (Unaudited)

<CAPTION>
MARKET
VALUE
SHARES (NOTE 1)
- --------- ------------
<C> <S> <C>
COMMON STOCKS
FRANCE -- (CONTINUED)
61,500 Siparex........................... $ 1,111,483
127,340 Vallourec......................... 5,507,853
------------
83,372,271
------------
GERMANY -- 2.6%
21,798 Axel Springer Verlag, Class A..... 13,164,223
30,335 Sinn AG........................... 7,026,512
3,069 Tiag Tabbert-Industrie AG......... 386,578
------------
20,577,313
------------
HONG KONG -- 1.8%
1,933,000 Jardine Strategic Holdings........ 5,644,360
1,953,173 Semi Tech (Global)................ 2,943,009
8,891,000 Sing Tao.......................... 5,289,729
6,480,000 Tomei International Holdings...... 347,815
------------
14,224,913
------------
ITALY -- 4.5%
1,564,500 Arnoldo Mondadori Editore SPA..... 9,605,302
2,735,400 Banca Toscana..................... 5,699,810
1,490,700 Banco di Napoli................... 818,152
6,010,000 Banco di Napoli di Risp........... 2,471,088
371,350 Banco di Sardegna Risp............ 2,717,476
13,000 Bassetti SPA...................... 54,822
87,000 Cementerie di Augusta............. 144,326
323,000 Cementerie di Barletta Ord........ 941,457
788,000 Cementerie di Sardegna Ord........ 2,097,668
460,000 Cementerie Siciliane Ord.......... 1,068,341
575,000 Falck Ord......................... 1,408,527
541,720 Franco Tosi....................... 4,871,281
669,000 Maffei SPA........................ 983,274
193,500 Marangoni SPA..................... 696,000
58,000 Serfi SPA......................... 214,015
1,810,000 Vianini Industria................. 1,155,033
60,000 Zucchi Inc. ...................... 299,535
------------
35,246,107
------------

<CAPTION>
MARKET
VALUE
SHARES (NOTE 1)
- --------- ------------
<C> <S> <C>
JAPAN -- 12.6%
11,000 Agro-Kanesho Company.............. $ 149,917
67,000 Aichi Electric Company............ 321,286
591,000 Amada Sonoike Company............. 3,758,821
344,000 Chofu Seisakusho.................. 8,438,948
217,000 Chubu Steel Plate Company......... 1,121,640
818,000 Daiichi Cement Company............ 3,839,988
604,000 Dowa Fire & Marine Insurance
Company......................... 2,969,542
133,000 Fuji Coca-Cola Bottling Company... 1,423,250
618,000 Fuji Photo Film Ltd. Ord.......... 15,410,227
376,000 Kawagishi Bridge Works............ 2,770,986
3,000 Kinki Coca-Cola Bottling
Company......................... 36,343
667,000 Kirin Brewery Company............. 7,002,978
479,000 Koa Fire & Marine Insurance
Company......................... 2,712,826
180,000 Kokura Enterprises Company........ 2,416,839
167,000 Koyosha Inc. ..................... 959,295
225,000 Matsuo Electric................... 1,285,649
106,000 Matsushita Electric Industrial
Company......................... 1,626,571
12,000 Meito Sangyo Company.............. 163,546
4,000 Morito............................ 40,382
823,000 Nichimo........................... 3,157,236
909,000 Nissan Fire & Marine Insurance
Company......................... 5,496,855
657,000 Nisshinbo Industries.............. 5,757,165
643,000 Nittetsu Mining................... 5,647,469
159,000 Oak............................... 930,998
81,000 Osaka Securities Finance.......... 400,686
168,000 Sankyo Company Ltd. .............. 3,833,022
202,800 Shikoku Coca-Cola Bottling........ 2,579,658
183,000 Taisei Fire & Marine Insurance
Company......................... 969,916
630,000 Takeda Chemical Industries........ 8,776,942
162,000 Teikoku Hormone Manufacturing
Company......................... 2,420,473
288,000 Toyo Technical Company Ltd. ...... 2,820,251
------------
99,239,705
------------
</TABLE>

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- - - - -

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11
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<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND

<TABLE>
- ------------------------------------------------------------------------
- --------
Portfolio of Investments
- ------------------------------------------------------------------------
- --------

September 30, 1995 (Unaudited)
<CAPTION>
MARKET
VALUE
SHARES (NOTE 1)
- --------- ------------
<C> <S> <C>
COMMON STOCKS
NETHERLANDS -- 8.6%
2,500 Akzo NV Ord....................... $ 300,175
96,859 Bolswessanen, Certificates........ 1,882,814
310,700 Haltrust Units.................... 3,262,554
150,855 Heineken Holdings NV, Class A..... 22,441,084
207,869 International Nederlanden Groep... 12,070,148
11,452 Nedschroef Holdings............... 716,510
7,280 N.K.F. Holdings Certificates...... 1,037,465
202,100 Unilever NV CVA................... 26,262,010
------------
67,972,760
------------
NORWAY -- 0.4%
170,900 Nordlandsbanken................... 2,639,697
------------
SINGAPORE -- 0.2%
419,000 Robinson and Company Ord.......... 1,766,442
------------
SPAIN -- 1.6%
169,920 Banco Valencia, Registered........ 2,267,524
461,758 Cordoracino Financiaere Reunida... 1,490,084
52,489 Grupo Anaya....................... 1,224,722
381,818 Grupo Fosforera................... 2,038,092
40,793 Hullas C. Cortes.................. 422,298
15,684 Indo Internacional................ 558,127
16,200 Mercapital SA..................... 153,294
47,943 Omsa.............................. 222,955
58,353 Prim Grupo........................ 375,192
45,068 Roberto Zubiri.................... 207,762
158,511 Unipapel.......................... 3,692,116
------------
12,652,166
------------
SWEDEN -- 1.2%
741,350 Atle Forvaltning F................ 3,956,119
18,900 Brio AB, Class B.................. 174,456
777,360 Bure Forvaltning AB+.............. 4,327,667
172,500 Vencap AB Ord+.................... 845,887
------------
9,304,129
------------

<CAPTION>
MARKET
VALUE
SHARES (NOTE 1)
- --------- ------------
<C> <S> <C>
SWITZERLAND -- 14.8%
33 Bank of International Settlements
America......................... $ 296,886
3,800 Ciba-Geigy AG..................... 3,043,945
2,685 Daetwyler, Bearer................. 5,028,568
23,610 Danzas PC......................... 4,391,133
8,296 Danzas Holdings, Registered....... 7,391,765
7,600 Edipresse Bearer.................. 2,212,284
2,430 Georg Fischer AG, Bearer.......... 3,300,260
890 Golay Buchel, Bearer.............. 754,883
6,580 Immuno International AG, Bearer... 3,358,304
300 Industrie Holding, Cham
Registered...................... 184,256
25,127 Loeb Holdings PC.................. 4,803,691
14,625 Magazin Zum Globus PC............. 9,678,309
5,000 Magazin Zum Globus, Registered.... 3,611,592
24,439 Nestle SA, Registered............. 25,009,807
1,850 Rieter Holding PC AG.............. 544,118
200 Sandoz AG......................... 152,249
13,271 Saurer AG, Bearer................. 4,856,084
9,691 Sig Schweiz Industrie,
Registered...................... 10,395,190
23,505 Swissair AG, Registered........... 16,266,436
19,780 Swisslog Holding AG............... 6,074,308
3,050 Vetropack PC...................... 910,251
9,199 Zschokke, Registered.............. 3,624,692
------------
115,889,011
------------
UNITED KINGDOM -- 4.1%
250,000 Budgens Ord....................... 134,309
1,408,668 Dyson (J&J), Class A, Ord,
Non-voting...................... 1,847,445
803,000 Folkes Group NV................... 748,604
1,950 French Property Trust............. 2,126
231,965 Guinness PLC Ord.................. 1,898,616
760,500 Higgs & Hill...................... 937,300
615,000 Intercare Group Ord............... 544,187
350,000 Johnston Group PLC................ 1,852,668
2,260,128 Lloyds Chemist.................... 8,713,802
1,805,333 McAlpine (Alfred) PLC............. 3,537,234
200,000 Patridge Fine Art Ord............. 262,297
</TABLE>

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- - - - -

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12
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<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND

September 30, 1995 (Unaudited)
<CAPTION>
MARKET
VALUE
SHARES (NOTE 1)
- --------- ------------
<C> <S> <C>
COMMON STOCKS
UNITED KINGDOM -- (CONTINUED)
1,852,839 Proudfoot Alexander............... $ 1,053,962
184,600 Smithkline Beecham, PLC units,
ADR............................. 9,345,375
2,506,288 Trio Holdings..................... 435,620
600,000 Union PLC......................... 1,090,270
------------
32,403,815
------------
UNITED STATES -- 15.8%
221,000 American Express Company.......... 9,806,875
75,700 American National Insurance
Company......................... 4,409,525
149,000 BanPonce Corporation, New......... 5,773,750
247,500 Chase Manhattan Corporation....... 15,128,438
68,000 Coca-Cola Bottling Company........ 2,397,000
232,200 Comerica, Inc..................... 8,388,225
67,300 Digital Equipment Corporation+.... 3,070,563
35,000 Federal Home Loan Mortgage
Corporation..................... 2,419,375
113,600 First Chicago Corporation......... 7,795,800
132,590 Great Atlantic & Pacific Tea
Company......................... 3,712,520
193,100 Hasbro Inc. ...................... 6,010,238
98,063 Horizon/CMS Healthcare
Corporation..................... 2,230,933
65,700 Household International Inc. ..... 4,073,400
20,000 Independent Insurance Group
Inc. ........................... 500,000
130,000 K mart Stores..................... 1,885,000
392,100 Lehman Brothers Holdings Inc. .... 9,067,313
48,750 Mercantile Bancorporation,
Inc. ........................... 2,181,562
50,000 National Education Corporation.... 400,000
73,200 Philip Morris Companies Inc. ..... 6,112,200
460,000 PNC Bank Corporation.............. 12,822,500
15,000 Polaroid Corporation.............. 596,250
89,300 Reebok International Ltd. ........ 3,069,688
253,200 Salomon Inc. ..................... 9,684,900
160,000 Syms Corporation.................. 1,460,000
7,500 Wells Fargo & Company............. 1,392,188
------------
124,388,243
------------

<CAPTION>
MARKET
VALUE
SHARES (NOTE 1)
- --------- ------------
<C> <S> <C>
TOTAL COMMON STOCKS
(COST $618,986,004)............... $685,886,998
------------
PREFERRED STOCK -- 0.1%
(COST $312,862)
1,732 Stuttgarter Hofbrau, Preferred.... 333,310
------------
COMMON STOCK WARRANTS -- 0.0%++
105,920 Franco Tosi, Strike 20000, Expires
11/30/97+....................... 21,348
20,877 Loeb Holdings PC, Expires
2/29/96+........................ 16,254
9,073 Paris Orleans, Expires 4/30/98+... 25,978
1,592 Rallye, Class A, Strike 140,
Expires 12/31/95+............... 2,271
1,592 Rallye, Class B, Strike 150,
Expires 12/31/96+............... 6,142
3,300 Rieter Holding AG, Expires
3/13/96+........................ 9,135
------------
TOTAL COMMON STOCK
WARRANTS
(COST $22,447).................... 81,128
------------
</TABLE>

<TABLE>
<CAPTION>
FACE
VALUE
- ---------------
<S> <C> <C> <C>
CONVERTIBLE
CORPORATE BONDS -- 0.1%
ITL 29,870,000 Grupo Anaya, Convertible
Bond, 7.000% due
3/18/98.................. 219,595
SEK 2,592,000 Kinnevik Investment,
Convertible Bond, 10.500%
due 7/21/97.............. 721,501
JPY 9,000,000 Shikoku Coca-Cola Bottling,
Convertible Bond, 2.400%
due 3/29/02.............. 93,948
------------
TOTAL CONVERTIBLE
CORPORATE BONDS
(COST $778,363)............ 1,035,044
------------
</TABLE>

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- - - -

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13
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<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND

September 30, 1995 (Unaudited)

<CAPTION>
MARKET
FACE VALUE
VALUE (NOTE 1)
- ----------- ------------
<C> <S> <C>
COMMERCIAL PAPER -- 0.2%
(COST $1,886,000)
$ 1,886,000 General Electric Capital
Corporation, 6.500% due
10/2/95...................... $ 1,886,000
------------
U.S. TREASURY BILLS -- 0.5%
525,000 5.660%** due 5/30/96........... 505,846
550,000 5.650%** due 7/25/96........... 525,793
1,000,000 5.750%** due 8/22/96........... 950,799
1,500,000 5.600%** due 9/19/96........... 1,422,928
------------
TOTAL U.S. TREASURY BILLS
(COST $3,405,366).............. 3,405,366
------------
REPURCHASE AGREEMENT -- 10.8%
(COST $85,000,000)
85,000,000 Agreement with UBS Securities,
Inc., 6.420% dated 9/29/95,
to be repurchased at
$85,045,475, on 10/2/95
collaterized by $62,830,000
U.S. Treasury Notes, 9.875%
due 11/15/15................. 85,000,000
------------
</TABLE>

<TABLE>
<CAPTION>
MARKET
VALUE
(NOTE 1)
------------
<S> <C> <C>
TOTAL INVESTMENTS
(COST $710,391,042*).............. 98.9% $777,627,846
OTHER ASSETS AND
LIABILITIES (NET)............... 1.1 8,896,852
----- ------------
NET ASSETS........................ 100.0% $786,524,698
===== ============
<FN>
- ---------------

* Aggregate cost for Federal tax purposes.
** Rate represents annualized yield at date of purchase.
+ Non-income producing security.
++ Amount represents less than 0.1% of net assets.

Abbreviations:
ADR -- American Depository Receipt
ITL -- Italian Lira
JPY -- Japanese Yen
SEK -- Swedish Krona

</TABLE>

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- - - -

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14
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<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND

September 30, 1995 (Unaudited)
<CAPTION>
PERCENTAGE MARKET
OF VALUE
SECTOR DIVERSIFICATION NET ASSETS (NOTE 1)
- ------------------------------ ------------- ------------
<S> <C> <C>
COMMON STOCKS:
Banking....................... 10.8% $ 85,050,288
Food and Beverages............ 10.6 83,161,537
Financial Services............ 6.7 52,224,386
Retail........................ 6.0 47,446,885
Holdings...................... 5.9 46,775,933
Printing and Publishing....... 4.3 34,094,483
Engineering and
Construction................ 4.0 31,717,721
Insurance..................... 3.8 29,570,100
Consumer Non-Durables......... 3.7 29,331,698
Machinery..................... 3.7 28,339,544
Transportation................ 3.6 28,049,334
Pharmaceuticals............... 3.5 27,886,365
Building Materials............ 2.7 21,316,961
Mining and Metal
Fabrication................. 2.3 18,161,624
Consumer Durables............. 2.2 17,036,798
Textiles...................... 1.7 13,458,025
Technology and Computers...... 1.5 12,106,848
Electronics................... 1.5 11,788,960
Manufacturing................. 1.4 11,174,740

<CAPTION>
PERCENTAGE MARKET
OF VALUE
SECTOR DIVERSIFICATION NET ASSETS (NOTE 1)
- ------------------------------ ------------- ------------
<S> <C> <C>
Real Estate................... 1.2% $ 9,502,637
Autos......................... 1.1 8,354,067
Chemicals..................... 0.9 7,361,909
Forest Products............... 0.9 7,218,680
Basic Industries.............. 0.9 7,108,711
Leisure....................... 0.8 6,229,891
Other......................... 1.5 11,418,873
----- ------------
TOTAL COMMON STOCKS........... 87.2 685,886,998
----- ------------
PREFERRED STOCK............... 0.1 333,310
COMMON STOCK WARRANTS......... 0.0++ 81,128
CONVERTIBLE CORPORATE BONDS... 0.1 1,035,044
COMMERCIAL PAPER.............. 0.2 1,886,000
U.S. TREASURY BILLS........... 0.5 3,405,366
REPURCHASE AGREEMENT.......... 10.8 85,000,000
OTHER ASSETS AND LIABILITIES
(NET)....................... 1.1 8,896,852
----- ------------
NET ASSETS.................... 100.0% $786,524,698
===== ============
<FN>
- ---------------

++ Amount represents less than 0.1% of net assets.

</TABLE>

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- - - -

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15
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<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND

<TABLE>
- ------------------------------------------------------------------------
- --------
Schedule of Forward Exchange Contracts
- ------------------------------------------------------------------------
- --------

September 30, 1995 (Unaudited)

CONTRACT MARKET

VALUE VALUE
CONTRACTS
DATE (NOTE 1)
- --------------
- -------- -------------
<C> <S>
<C> <C>
FORWARD EXCHANGE CONTRACTS TO BUY
1,411,632 Australian
Dollar.................................................. 12/29/95
$ 1,062,915
2,083,280 Austrian
Schilling................................................. 10/6/95
207,375
8,048 Canadian
Dollar.................................................... 10/4/95
5,988
3,868,889 French
Franc....................................................... 10/31/95
785,382
97,961,670 Italian
Lira....................................................... 10/3/95
60,745
6,021,000 Italian
Lira....................................................... 10/6/95
3,733
6,227,782,000 Italian
Lira....................................................... 10/16/95
3,853,879
10,802,162 Japanese
Yen....................................................... 10/2/95
109,060
24,284,605 Japanese
Yen....................................................... 10/3/95
245,199
25,559,828 Japanese
Yen....................................................... 10/4/95
258,099
1,336,800 Norwegian
Krone.................................................... 10/31/95
212,971
5,882,040 Norwegian
Krone.................................................... 10/31/95
937,091
23,271,284 Spanish
Peseta..................................................... 10/6/95
188,151
450,000,000 Spanish
Peseta..................................................... 10/16/95
3,632,924
16,032,600 Swedish
Krona...................................................... 11/15/95
2,303,039
96,828 Swiss
Franc........................................................ 10/4/95
83,773

- -------------
TOTAL FORWARD EXCHANGE CONTRACTS TO BUY
(Contract Amount
$13,879,545)............................................................
$ 13,950,324

=============
FORWARD EXCHANGE CONTRACTS TO SELL
1,411,632 Australian
Dollar.................................................. 12/29/95
$ (1,062,915)
7,749,133 Austrian
Schilling................................................. 10/31/95
(772,521)
7,752,661 Austrian
Schilling................................................. 11/15/95
(773,470)
2,738,859 Austrian
Schilling................................................. 12/29/95
(273,872)
5,145,000 Austrian
Schilling................................................. 1/16/96
(514,938)
7,708,800 Austrian
Schilling................................................. 7/31/96
(778,409)
6,136,800 Austrian
Schilling................................................. 8/30/96
(620,440)
12,435,600 Austrian
Schilling................................................. 9/13/96
(1,257,970)
17,785,120 Belgian
Franc...................................................... 11/15/95
(606,261)
31,763,585 Belgian
Franc...................................................... 11/30/95
(1,083,455)
12,781,883 Belgian
Franc...................................................... 12/29/95
(436,528)
6,144,600 Belgian
Franc...................................................... 1/16/96
(210,002)
18,168,000 Belgian
Franc...................................................... 1/16/96
(620,921)
22,748,000 Belgian
Franc...................................................... 1/31/96
(777,899)
15,456,100 Belgian
Franc...................................................... 5/31/96
(530,913)
8,959,200 Belgian
Franc...................................................... 8/30/96
(308,707)
4,530,000 Belgian
Franc...................................................... 9/13/96
(156,159)
1,085,240 Canadian
Dollar.................................................... 10/31/95
(807,210)
1,417,190 Canadian
Dollar.................................................... 11/15/95
(1,053,859)
777,238 Canadian
Dollar.................................................... 11/30/95
(577,808)
674,638 Canadian
Dollar.................................................... 12/29/95
(501,235)
284,540 Canadian
Dollar.................................................... 1/16/96
(211,325)
682,626 Canadian
Dollar.................................................... 1/31/96
(506,811)
1,389,800 Canadian
Dollar.................................................... 5/31/96
(1,028,599)
2,150,470 Canadian
Dollar.................................................... 6/28/96
(1,590,281)
3,855,880 Canadian
Dollar.................................................... 7/31/96
(2,848,885)
851,886 Canadian
Dollar.................................................... 8/30/96
(628,879)
686,250 Canadian
Dollar.................................................... 9/13/96
(506,399)
1,797,150 Danish
Kroner...................................................... 10/31/95
(324,224)
15,325,675 Danish
Kroner...................................................... 10/31/95
(2,764,908)
25,824,763 Danish
Kroner...................................................... 11/15/95
(4,659,178)
</TABLE>

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- - - - -

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16
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<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND

September 30, 1995 (Unaudited)

CONTRACT MARKET

VALUE VALUE
CONTRACTS
DATE (NOTE 1)
- --------------
- -------- -------------
<C> <S>
<C> <C>
FORWARD EXCHANGE CONTRACTS TO SELL
7,210,691 Danish
Kroner...................................................... 11/30/95
$ (1,300,939)
2,485,300 Danish
Kroner...................................................... 12/29/95
(448,412)
23,368,000 Danish
Kroner...................................................... 1/16/96
(4,216,102)
5,562,000 Danish
Kroner...................................................... 1/31/96
(1,003,477)
3,977,400 Danish
Kroner...................................................... 4/30/96
(717,373)
6,629,088 Danish
Kroner...................................................... 5/31/96
(1,195,543)
3,985,560 Danish
Kroner...................................................... 6/28/96
(718,736)
5,775,500 Danish
Kroner...................................................... 9/13/96
(1,041,641)
987,800 Finnish
Markka..................................................... 10/16/95
(230,962)
4,683,600 Finnish
Markka..................................................... 10/16/95
(1,095,094)
13,494,647 Finnish
Markka..................................................... 10/31/95
(3,155,296)
3,313,800 Finnish
Markka..................................................... 11/15/95
(774,790)
13,803,419 Finnish
Markka..................................................... 11/30/95
(3,227,156)
3,387,465 Finnish
Markka..................................................... 12/29/95
(791,914)
13,814,968 Finnish
Markka..................................................... 5/31/96
(3,228,573)
10,818,650 Finnish
Markka..................................................... 6/28/96
(2,528,420)
21,171,760 Finnish
Markka..................................................... 7/31/96
(4,947,812)
21,160,800 Finnish
Markka..................................................... 8/30/96
(4,945,061)
4,441,900 Finnish
Markka..................................................... 9/13/96
(1,038,009)
3,490,880 French
Franc....................................................... 10/16/95
(708,803)
9,017,650 French
Franc....................................................... 10/16/95
(1,830,982)
15,917,018 French
Franc....................................................... 10/31/95
(3,231,144)
5,618,675 French
Franc....................................................... 11/15/95
(1,140,347)
59,369,422 French
Franc....................................................... 12/29/95
(12,041,678)
14,978,700 French
Franc....................................................... 1/16/96
(3,037,177)
12,801,540 French
Franc....................................................... 1/31/96
(2,595,044)
22,811,250 French
Franc....................................................... 4/30/96
(4,617,292)
27,153,800 French
Franc....................................................... 6/28/96
(5,493,329)
37,067,800 French
Franc....................................................... 7/31/96
(7,498,488)
8,557,970 French
Franc....................................................... 8/15/96
(1,731,198)
24,336,960 French
Franc....................................................... 8/30/96
(4,923,220)
23,666,540 French
Franc....................................................... 9/13/96
(4,787,743)
147,892,500 French
Franc....................................................... 9/30/96
(29,917,404)
300,600 German
Mark........................................................ 10/31/95
(210,709)
2,380,070 German
Mark........................................................ 11/16/95
(1,669,626)
2,489,110 German
Mark........................................................ 11/30/95
(1,747,263)
1,180,820 German
Mark........................................................ 12/29/95
(830,158)
295,100 German
Mark........................................................ 1/16/96
(207,654)
1,942,360 German
Mark........................................................ 1/16/96
(1,366,784)
2,524,480 German
Mark........................................................ 1/31/96
(1,777,741)
1,337,700 German
Mark........................................................ 4/30/96
(946,235)
1,927,380 German
Mark........................................................ 5/31/96
(1,365,445)
5,467,600 German
Mark........................................................ 7/31/96
(3,885,007)
1,738,680 German
Mark........................................................ 8/15/96
(1,236,307)
6,095,670 German
Mark........................................................ 8/30/96
(4,337,487)
1,325,070 German
Mark........................................................ 9/13/96
(943,504)
909,241 Great Britain Pound
Sterling....................................... 10/16/95
(1,436,164)
341,912 Great Britain Pound
Sterling....................................... 10/31/95
(539,858)
140,883 Great Britain Pound
Sterling....................................... 12/29/95
(222,190)
387,272 Great Britain Pound
Sterling....................................... 6/28/96
(608,562)
2,214,629 Great Britain Pound
Sterling....................................... 7/31/96
(3,477,840)
</TABLE>

- - - - - - - - - - - - SEE NOTES TO FINANCIAL STATEMENTS - - - - - -
- - - - -

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17
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<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND

September 30, 1995 (Unaudited)

CONTRACT MARKET

VALUE VALUE
CONTRACTS
DATE (NOTE 1)
- --------------
- -------- -------------
<C> <S>
<C> <C>
FORWARD EXCHANGE CONTRACTS TO SELL
7,680,000 Great Britain Pound
Sterling....................................... 8/15/96 $
(12,057,102)
555,302 Great Britain Pound
Sterling....................................... 8/30/96
(871,534)
2,560,305 Hong Kong
Dollar................................................... 11/30/95
(331,002)
92,887,200 Hong Kong
Dollar................................................... 11/30/95
(12,008,666)
7,748,000 Hong Kong
Dollar................................................... 3/29/96
(1,000,693)
7,754,200 Hong Kong
Dollar................................................... 6/28/96
(1,000,217)
7,522,305,000 Italian
Lira....................................................... 10/16/95
(4,654,957)
28,582,100,000 Italian
Lira....................................................... 10/16/95
(17,687,189)
815,100,000 Italian
Lira....................................................... 10/31/95
(503,413)
986,550,000 Italian
Lira....................................................... 11/15/95
(608,103)
3,837,518,000 Italian
Lira....................................................... 11/30/95
(2,360,721)
5,736,695,358 Italian
Lira....................................................... 12/29/95
(3,515,859)
862,250,000 Italian
Lira....................................................... 1/16/96
(527,210)
7,132,000,000 Italian
Lira....................................................... 1/31/96
(4,352,230)
1,776,000,000 Italian
Lira....................................................... 4/30/96
(1,071,356)
518,700,000 Italian
Lira....................................................... 6/28/96
(310,668)
1,255,875,000 Italian
Lira....................................................... 7/31/96
(749,103)
2,877,080,000 Italian
Lira....................................................... 8/15/96
(1,712,925)
1,001,812,500 Italian
Lira....................................................... 8/30/96
(595,341)
1,685,500,000 Italian
Lira....................................................... 9/13/96
(999,900)
58,134,000 Japanese
Yen....................................................... 10/16/95
(588,592)
132,048,000 Japanese
Yen....................................................... 10/31/95
(1,340,358)
405,836,000 Japanese
Yen....................................................... 10/31/95
(4,119,453)
383,920,000 Japanese
Yen....................................................... 11/15/95
(3,905,556)
325,672,700 Japanese
Yen....................................................... 11/30/95
(3,319,781)
162,806,397 Japanese
Yen....................................................... 12/29/95
(1,667,545)
93,920,000 Japanese
Yen....................................................... 1/16/96
(964,649)
202,901,000 Japanese
Yen....................................................... 1/16/96
(2,083,988)
40,050,000 Japanese
Yen....................................................... 1/31/96
(412,295)
513,308,000 Japanese
Yen....................................................... 4/30/96
(5,355,300)
586,342,000 Japanese
Yen....................................................... 5/31/96
(6,144,663)
330,360,000 Japanese
Yen....................................................... 6/28/96
(3,475,924)
2,835,750,000 Japanese
Yen....................................................... 7/15/96
(29,912,543)
652,938,000 Japanese
Yen....................................................... 7/31/96
(6,903,881)
923,100,000 Japanese
Yen....................................................... 8/15/96
(9,782,272)
930,900,000 Japanese
Yen....................................................... 8/30/96
(9,886,943)
771,300,000 Japanese
Yen....................................................... 9/13/96
(8,208,890)
1,556,820 Netherlands
Guilder................................................ 10/16/95
(973,972)
675,040 Netherlands
Guilder................................................ 10/31/95
(422,681)
2,371,970 Netherlands
Guilder................................................ 10/31/95
(1,485,226)
7,111,430 Netherlands
Guilder................................................ 11/15/95
(4,456,573)
9,054,729 Netherlands
Guilder................................................ 11/30/95
(5,679,086)
4,407,148 Netherlands
Guilder................................................ 12/29/95
(2,768,544)
6,616,400 Netherlands
Guilder................................................ 1/16/96
(4,160,363)
13,996,240 Netherlands
Guilder................................................ 1/16/96
(8,800,774)
11,792,760 Netherlands
Guilder................................................ 1/31/96
(7,421,077)
1,597,100 Netherlands
Guilder................................................ 4/29/96
(1,008,298)
12,162,400 Netherlands
Guilder................................................ 5/31/96
(7,678,103)
5,197,920 Netherlands
Guilder................................................ 7/31/96
(3,290,652)
4,544,960 Netherlands
Guilder................................................ 8/30/96
(2,885,768)
5,298,425 Netherlands
Guilder................................................ 9/13/96
(3,369,156)
</TABLE>

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- - - - -

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18
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<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND

September 30, 1995 (Unaudited)

CONTRACT MARKET

VALUE VALUE
CONTRACTS
DATE (NOTE 1)
- --------------
- -------- -------------
<C> <S>
<C> <C>
FORWARD EXCHANGE CONTRACTS TO SELL
1,336,800 Norwegian
Krone.................................................... 10/31/95
$ (212,971)
5,882,040 Norwegian
Krone.................................................... 10/31/95
(937,091)
2,497,334 Norwegian
Krone.................................................... 11/15/95
(397,945)
12,505,000 Norwegian
Krone.................................................... 6/28/96
(1,996,997)
2,091,000 Singapore
Dollar................................................... 8/30/96
(1,504,547)
456,607,500 Spanish
Peseta..................................................... 10/16/95
(3,686,268)
680,550,000 Spanish
Peseta..................................................... 10/16/95
(5,494,192)
40,260,000 Spanish
Peseta..................................................... 11/15/95
(323,990)
40,710,000 Spanish
Peseta..................................................... 11/30/95
(327,158)
131,569,589 Spanish
Peseta..................................................... 12/29/95
(1,054,261)
381,420,000 Spanish
Peseta..................................................... 1/31/96
(3,045,851)
490,152,000 Spanish
Peseta..................................................... 5/31/96
(3,866,466)
79,260,000 Spanish
Peseta..................................................... 9/13/96
(618,917)
16,032,600 Swedish
Krona...................................................... 11/15/95
(2,303,039)
15,502,083 Swedish
Krona...................................................... 11/30/95
(2,224,175)
4,309,697 Swedish
Krona...................................................... 12/29/95
(616,761)
12,606,650 Swedish
Krona...................................................... 1/16/96
(1,801,458)
9,846,530 Swedish
Krona...................................................... 1/31/96
(1,405,320)
22,711,500 Swedish
Krona...................................................... 4/30/96
(3,217,695)
759,780 Swiss
Franc........................................................ 10/16/95
(658,365)
1,950,385 Swiss
Franc........................................................ 10/31/95
(1,692,495)
3,481,240 Swiss
Franc........................................................ 10/31/95
(3,020,932)
8,462,450 Swiss
Franc........................................................ 11/15/95
(7,354,348)
1,221,225 Swiss
Franc........................................................ 11/30/95
(1,062,871)
42,569,600 Swiss
Franc........................................................ 12/27/95
(37,139,766)
391,950 Swiss
Franc........................................................ 12/29/95
(342,018)
2,093,100 Swiss
Franc........................................................ 1/16/96
(1,829,524)
6,166,500 Swiss
Franc........................................................ 1/16/96
(5,389,977)
8,726,250 Swiss
Franc........................................................ 4/30/96
(7,700,762)
12,459,510 Swiss
Franc........................................................ 5/31/96
(11,025,734)
9,625,980 Swiss
Franc........................................................ 7/31/96
(8,564,900)
2,722,970 Swiss
Franc........................................................ 8/15/96
(2,426,090)
7,425,810 Swiss
Franc........................................................ 8/30/96
(6,625,112)
7,776,875 Swiss
Franc........................................................ 9/13/96
(6,947,038)

- -------------
TOTAL FORWARD EXCHANGE CONTRACTS TO SELL
(Contract Amount
$523,582,663)...........................................................
$(531,968,803)

=============
</TABLE>

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- - - - -

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19
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<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND

<TABLE>
- ------------------------------------------------------------------------
- ----------------------------
Statement of Assets and Liabilities
- ------------------------------------------------------------------------
- ----------------------------

September 30, 1995 (Unaudited)

<S>
<C> <C>
ASSETS
Investments, at value (Cost $710,391,042)(Note 1)
See accompanying schedule:
Investment securities................................
$692,627,846
Repurchase agreement.................................
85,000,000 $777,627,846
-
- -----------
Cash and foreign currency (Cost $20,216,079)...................
20,155,527
Receivable for Fund shares sold................................
3,099,358
Dividends and interest receivable..............................
2,258,044
Unamortized organization costs (Note 5)........................
59,468
Prepaid expense................................................
24,937
Other assets...................................................
8,985

- ------------
TOTAL ASSETS..............................................
803,234,165

- ------------
LIABILITIES
Net unrealized depreciation of forward exchange contracts (Note
1)............................................................
8,315,361
Payable for investment securities purchased....................
5,652,575
Payable for Fund shares redeemed...............................
1,445,312
Investment advisory fee payable (Note 2).......................
804,545
Custodian fees payable (Note 2)................................
163,000
Administration fee payable (Note 2)............................
91,421
Transfer agent fees payable (Note 2)...........................
78,000
Accrued expenses and other payables............................
159,253
-
- -----------
TOTAL LIABILITIES.........................................
16,709,467

- ------------
NET ASSETS..........................................................
$786,524,698

============
NET ASSETS CONSIST OF
Undistributed net investment income............................
$ 13,512,554
Accumulated net realized loss on securities, forward exchange
contracts and foreign currencies..............................
(7,023,496)
Net unrealized appreciation of securities, forward exchange
contracts, foreign currencies and net other assets............
59,192,996
Par value......................................................
6,192
Paid-in capital in excess of par value.........................
720,836,452

- ------------
TOTAL NET ASSETS..........................................
$786,524,698

============
NET ASSET VALUE, offering price and redemption price per share
($786,524,698 / 61,923,464 shares of common stock outstanding)....
$12.70

=======

</TABLE>

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- - - - -

----
20
----

<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND

<TABLE>
- ------------------------------------------------------------------------
- ----------------------------
Statement of Operations
- ------------------------------------------------------------------------
- ----------------------------

For the six months ended September 30, 1995 (Unaudited)

<S>
<C> <C>
INVESTMENT INCOME
Dividends (net of foreign withholding taxes of
$1,522,184).................... $ 10,880,577
Interest (net of foreign withholding taxes of
$114)........................... 3,199,910

- ------------
TOTAL INVESTMENT
INCOME..................................................
14,080,487

- ------------
EXPENSES
Investment advisory fee (Note 2)..................................
$4,635,800
Administration fee (Note 2).......................................
531,489
Custodian fees (Note 2)...........................................
266,927
Transfer agent fees (Note 2)......................................
256,945
Legal and audit fees..............................................
64,413
Amortization of organization costs (Note 5).......................
11,173
Directors' fees and expenses (Note 2).............................
4,675
Other.............................................................
254,598

- ----------
TOTAL
EXPENSES...........................................................
6,026,020

- ------------
NET INVESTMENT
INCOME..............................................................
8,054,467

- ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Notes 1 and 3)
Net realized gain (loss) on:

Securities..............................................................
. 11,809,873
Forward exchange
contracts...............................................
(21,741,693)
Foreign
currencies.......................................................
(432,901)

- ------------
Net realized loss on investments during the
period............................ (10,364,721)

- ------------
Net change in unrealized appreciation (depreciation) of:

Securities..............................................................
. 35,002,959
Forward exchange
contracts...............................................
37,821,491
Foreign currencies and net other
assets.................................. 192,783

- ------------
Net unrealized appreciation of investments during the
period.................. 73,017,233

- ------------
NET REALIZED AND UNREALIZED GAIN ON
INVESTMENTS.................................... 62,652,512

- ------------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS............................... $ 70,706,979

============
</TABLE>

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- - - -

----
21
----

<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND

<TABLE>
- ------------------------------------------------------------------------
- -----------------------------
Statement of Changes in Net Assets
- ------------------------------------------------------------------------
- -----------------------------

SIX MONTHS

ENDED YEAR

9/30/95 ENDED

(UNAUDITED) 3/31/95

- ------------ ------------
<S>
<C> <C>
Net investment income...................................................
$ 8,054,467 $ 5,359,826
Net realized loss on securities, forward exchange contracts and foreign
currencies during the period..........................................
(10,364,721) (2,869,436)
Net unrealized appreciation (depreciation) of securities, forward
exchange contracts, foreign currencies and net other assets during the
period................................................................
73,017,233 (36,494,105)

- ------------ ------------
Net increase (decrease) in net assets resulting from operations.........
70,706,979 (34,003,715)
Distributions:
Distributions to shareholders from net realized gain on investments.....
- -- (3,010,114)
Distributions in excess of net realized gain on investments.............
- -- (4,759,223)
Net increase in net assets from Fund share transactions (Note 4)........
60,783,168 399,373,423

- ------------ ------------
Net increase in net assets..............................................
131,490,147 357,600,371
NET ASSETS
Beginning of period.....................................................
655,034,551 297,434,180

- ------------ ------------
End of period (including undistributed net investment
income of $13,512,554 and
$5,458,087, respectively).............................................
$786,524,698 $655,034,551

============ ============
</TABLE>

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- - - -

----
22
----

<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND

- ------------------------------------------------------------------------
- --------
Financial Highlights
- ------------------------------------------------------------------------
- --------

For a Fund share outstanding throughout each period.

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR PERIOD
9/30/95
ENDED ENDED
(UNAUDITED)
3/31/95 3/31/94(a)(h)
------------ ----
- ---- -------------
<S> <C> <C>
<C>
Net asset value, beginning of period............... $ 11.52 $
12.26 $ 10.00
-------- ----
- ---- --------
Income from investment operations:
Net investment income (loss)....................... 0.12
0.10 (0.00)(c)(f)
Net realized and unrealized gain (loss) on
investments...................................... 1.06
(0.68) 2.26
-------- ----
- ---- --------
Total from investment operations.............. 1.18
(0.58) 2.26
-------- ----
- ---- --------
Distributions:
Distributions from net realized gains.............. --
(0.06) --
Distributions in excess of net realized gains...... --
(0.10) --
-------- ----
- ---- --------
Total distributions........................... --
(0.16) --
-------- ----
- ---- --------
Net asset value, end of period..................... $ 12.70 $
11.52 $ 12.26
========
======== ========
Total return(d).................................... 10.24%
(4.74)% 22.60%
========
======== ========
Ratios/Supplemental Data
Net assets, end of period (in 000's)............... $786,525
$655,035 $ 297,434
Ratio of operating expenses to average net
assets........................................... 1.62%(b)
1.65% 1.73%(b)(e)
Ratio of net investment income (loss) to average
net assets....................................... 2.17%(b)
1.08% (0.00)%(b)(g)
Portfolio turnover rate............................ 8%
16% 14%
<FN>
- ---------------

(a) The Fund commenced operations on June 15, 1993.
(b) Annualized.
(c) Net investment loss for a Fund share outstanding, before the waiver
of fees by the investment adviser was $(0.01) for the 7.5
month-period ended March 31, 1994.
(d) Total return represents aggregate total return for the periods
indicated.
(e) Annualized expense ratio before waiver of fees by the investment
adviser was 1.83% for the 7.5 month-period ended
March 31, 1994.
(f) Amount represents less than $(0.01).
(g) Amount represents less than (0.01)%.
(h) Per share amounts have been calculated using the monthly average
share method, which more appropriately presents the per share
data for the period since the use of the undistributed income method
does not accord with results of operations.

</TABLE>

- - - - - - - - - - - - SEE NOTES TO FINANCIAL STATEMENTS - - - - - - -
- - - -

----
23
----

<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND
- ------------------------------------------------------------------------
- --------
Notes to Financial Statements (Unaudited)
- ------------------------------------------------------------------------
- --------

1. SIGNIFICANT ACCOUNTING POLICIES

Tweedy, Browne Global Value Fund (the "Fund") is a diversified
series of
Tweedy, Browne Fund Inc. (the "Company"). The Company is an open-end
management
investment company registered with the Securities and Exchange
Commission under
the Investment Company Act of 1940, as amended. The Company was
organized as a
Maryland corporation on January 28, 1993. The Fund commenced operations
on June
15, 1993. The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its financial
statements.

PORTFOLIO VALUATION Generally, the Fund's investments are valued
at market
value or, in the absence of market value with respect to any portfolio
securities, at fair value as determined by or under the direction of the
Company's Board of Directors. Portfolio securities that are traded
primarily on
a domestic exchange are valued at the last sale price on that exchange
or, if
there were no sales during the day, at the mean between the last ask
price and
the last bid price prior to the close of regular trading. Over-the-
counter
securities and securities listed or traded on certain foreign exchanges
whose
operations are similar to the United States ("U.S.") over-the-counter
market are
valued at the mean between the current bid and ask prices. Portfolio
securities
that are traded primarily on foreign exchanges generally are valued at
the
preceding closing values of such securities on their respective
exchanges,
except that when an occurrence subsequent to the time that a value was
so
established is likely to have changed such value, then the fair value of
those
securities will be determined by consideration of other factors by or
under the
direction of the Company's Board of Directors. Short-term investments
that
mature in 60 days or less are valued at amortized cost.

REPURCHASE AGREEMENTS The Fund engages in repurchase agreement
transactions. Under the terms of a typical repurchase agreement, the
Fund takes
possession of an underlying debt obligation subject to an obligation of
the
seller to repurchase, and the Fund to resell, the obligation at an
agreed-upon
price and time, thereby determining the yield during the Fund's holding
period.
This arrangement results in a fixed rate of return that is not subject
to market
fluctuations during the Fund's holding period. The value of the
collateral is at
least equal at all times to the total amount of the repurchase
obligations,
including interest. In the event of counterparty default, the Fund has
the right
to use the collateral to offset losses incurred. There is potential loss
to the
Fund in the event the Fund is delayed or prevented from exercising its
rights to
dispose of the collateral securities, including the risk of a possible
decline
in the value of the underlying securities during the period while the
Fund seeks
to assert its rights. The Fund's investment adviser, acting under the
supervision of the Company's Board of Directors, reviews the value of
the
collateral and the creditworthiness of those banks and dealers with
which the
Fund enters into repurchase agreements to evaluate potential risks.

FOREIGN CURRENCY The books and records of the Fund are maintained
in U.S.
dollars. Foreign currencies, investments and other assets and
liabilities are
translated into U.S. dollars at the exchange rates prevailing at the end
of the
period, and purchases and sales of investment securities, income and
expenses
are translated on the respective dates of such transactions. Unrealized
gains
and losses which result from changes in foreign currency exchange rates

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - -

----
24
----

<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND

- ------------------------------------------------------------------------
- --------
Notes to Financial Statements (Unaudited)

have been included in the unrealized appreciation (depreciation) of
currencies
and net other assets. Net realized foreign currency gains and losses
resulting
from changes in exchange rates include foreign currency gains and losses
between
trade date and settlement date on investment securities transactions,
foreign
currency transactions and the difference between the amounts of interest
and
dividends recorded on the books of the Fund and the amount actually
received.
The portion of foreign currency gains and losses related to fluctuation
in the
exchange rates between the initial purchase trade date and subsequent
sale trade
date is included in realized gains and losses on investment securities
sold.

FORWARD EXCHANGE CONTRACTS The Fund has entered into forward
exchange
contracts for purposes other than trading in order to reduce its
exposure to
fluctuations in foreign currency exchange on its portfolio holdings.
Forward
exchange contracts are valued at the forward rate and are marked-to-
market
daily. The change in market value is recorded by the Fund as an
unrealized gain
or loss. When the contract is closed, the Fund records a realized gain
or loss
equal to the difference between the value of the contract at the time
that it
was opened and the value of the contract at the time that it was closed.

The use of forward exchange contracts does not eliminate
fluctuations in
the underlying prices of the Fund's investment securities, but it does
establish
a rate of exchange that can be achieved in the future. Although forward
exchange
contracts limit the risk of loss due to a decline in the value of the
hedged
currency, they also limit any potential gain that might result should
the value
of the currency increase. In addition, the Fund could be exposed to
risks if the
counterparties to the contracts are unable to meet the terms of their
contracts.
The Fund currently enters into such contracts with Mellon Bank
Corporation
("Mellon Bank") and Brown, Brothers Harriman & Co.

SECURITIES TRANSACTIONS AND INVESTMENT INCOME Securities
transactions are
recorded as of the trade date. Realized gains and losses from securities
transactions are recorded on the identified cost basis. Dividend income
and
distributions to shareholders are recorded on the ex-dividend date.
Interest
income is recorded on the accrual basis. Dividend income and interest
income may
be subject to foreign withholding taxes. The Fund's custodian applies
for
refunds where available. If the Fund meets the requirements of Section
853 of
the Internal Revenue Code of 1986, as amended, the Fund may elect to
pass
through to its shareholders credits for foreign taxes paid.

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Dividends from net
investment
income, if any, and distributions from realized capital gains after
utilization
of capital loss carryforwards, if any, will be declared and paid
annually.
Additional distributions of net investment income and capital gains from
the
Fund may be made at the discretion of the Board of Directors in order to
avoid
the application of a 4% non-deductible Federal excise tax on certain
undistributed amounts of ordinary income and capital gains. Income
distributions
and capital gain distributions are determined in accordance with income
tax
regulations which may differ from generally accepted accounting
principles.
These differences are primarily due to differing treatments of income
and gains
on various investment securities held by the Fund, timing differences
and
differing characterization of distributions made by the Fund.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - -

----
25
----

<PAGE>

FEDERAL INCOME TAXES The Fund intends to qualify as a regulated
investment
company, if such qualification is in the best interest of its
shareholders, by
complying with the requirements of the Internal Revenue Code of 1986, as
amended, applicable to regulated investment companies and by
distributing
substantially all of its taxable income to its shareholders. Therefore,
no
Federal income tax provision is required.

EXPENSES Expenses directly attributable to each Fund as a
diversified
series of the Company are charged to that Fund. Other expenses of the
Company
are allocated to each Fund based on the average net assets of each Fund.

2. INVESTMENT ADVISORY FEE, ADMINISTRATION FEE AND OTHER PARTY
TRANSACTIONS

The Company on behalf of the Fund has entered into an investment
advisory
agreement (the "Advisory Agreement") with Tweedy, Browne Company L.P.
("Tweedy,
Browne"). Under the Advisory Agreement, the Company pays Tweedy, Browne
a fee at
the annual rate of 1.25% of the value of its average daily net assets.
The fee
is payable monthly, provided the Fund will make such interim payments as
may be
requested by the adviser not to exceed 75% of the amount of the fee then
accrued
on the books of the Fund and unpaid.

The current and retired general partners and their families, as
well as
employees of Tweedy, Browne, the investment adviser to the Fund, have
approximately $15.5 million of their own money invested in the Fund.

The Company on behalf of the Fund has entered into an
administration
agreement (the "Administration Agreement") with The Shareholders
Services Group,
Inc. ("TSSG"), a wholly owned subsidiary of First Data Corporation.
Under the
Administration Agreement, the Company pays TSSG an administrative fee
and a fund
accounting fee computed daily and payable monthly at the following
annual rates
of the value of the average daily net assets of the Fund.

<TABLE>
<CAPTION>
FEES ON
ASSETS
----------------------------
- ------------------
BETWEEN
UP TO $200 AND
EXCEEDING
$200 MILLION $500
MILLION $500 MILLION

--------------------------------------------------------------
- ------------------
<S> <C> <C>
<C>
Administration Fees 0.12% 0.10%
0.08%
--------------------------------------------------------------
- ------------------
</TABLE>

<TABLE>
<CAPTION>
BETWEEN
UP TO $50 AND
EXCEEDING
$50 MILLION $100
MILLION $100 MILLION

--------------------------------------------------------------
- ------------------
<S> <C> <C>
<C>
Accounting Fees 0.08% 0.06%
0.04%
--------------------------------------------------------------
- ------------------
</TABLE>

Under the terms of the Administration Agreement, the Company will
pay for
Fund Administration Services, a minimum fee of $40,000 per Fund per
annum, not
to be aggregated with fees for Fund Accounting Services. The Company
will pay
for Fund Accounting Services a minimum fee of $20,000 per Fund per
annum, not to
be aggregated with fees for Fund Administration Services.

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No officer, director or employee of Tweedy, Browne, TSSG or any
parent or
subsidiary of those corporations receives any compensation from the
Company for
serving as a director or officer of the Company. The Company pays each
director
who is not an officer, director or employee of Tweedy, Browne, TSSG or
any of
their affiliates $2,000 per annum plus $500 per Regular or Special Board
Meeting
attended in person or by telephone, plus out-of-pocket expenses.

Boston Safe Deposit and Trust Company ("Boston Safe"), an indirect
wholly
owned subsidiary of Mellon Bank, serves as the Fund's custodian pursuant
to a
custody agreement (the "Custody Agreement"). Unified Advisers, Inc.,
serves as
the Fund's transfer agent. Tweedy, Browne also serves as the distributor
to the
Fund and pays all distribution fees. No distribution fees are paid by
the Fund.

For the six months ended September 30, 1995, the Fund incurred
total
brokerage commissions of $415,098.

3. PURCHASES AND SALES OF SECURITIES

Cost of purchases and proceeds from sales, excluding short-term
investments, for the six months ended September 30, 1995 aggregated
$83,130,894
and $54,661,240, respectively.

At September 30, 1995, the aggregate gross unrealized appreciation
for all
securities in which there was an excess of value over tax cost was
$104,139,621
and the aggregate gross unrealized depreciation for all securities in
which
there was an excess of tax cost over value was $36,902,817.

4. CAPITAL STOCK

The Company is authorized to issue one billion shares of $.0001 par
value
capital stock, of which 600,000,000 of the unissued shares have been
designated
as shares of the Fund. Changes in shares outstanding for the Fund were
as
follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED 9/30/95
YEAR ENDED 3/31/95
--------------------------------- --
- -------------------------------
SHARES AMOUNT
SHARES AMOUNT
- ------------------------------------------------------------------------
- -------------------------------
<S> <C> <C>
<C> <C>
Sold 15,259,281 $ 186,209,393
43,211,400 $ 526,880,460
Reinvested -- --
610,480 7,251,537
Redeemed (10,214,599) (125,426,225)
(11,196,210) (134,758,574)
- ------------------------------------------------------------------------
- -------------------------------
Net Increase 5,044,682 $ 60,783,168
32,625,670 $ 399,373,423
- ------------------------------------------------------------------------
- -------------------------------
</TABLE>

5. ORGANIZATION COSTS

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operations of the Fund. In the event that any of the initial shares of
the Fund
are redeemed during such amortization period, the Fund will be
reimbursed for
any unamortized organization costs in the same proportion as the number
of
shares redeemed bears to the number of initial shares held at the time
of
redemption.

6. FOREIGN SECURITIES

Investing in securities of foreign companies and foreign
governments
involves economic and political risks and considerations not typically
associated with investing in U.S. companies and the U.S. Government.
These
considerations include changes in exchange rates and exchange rate
controls
(which may include suspension of the ability to transfer currency from a
given
country), costs incurred in conversions between currencies, non-
negotiable
brokerage commissions, less publicly available information, different
accounting
standards, lower trading volume, delayed settlements and greater market
volatility, the difficulty of enforcing obligations in other countries,
less
securities regulation, different tax provisions (including withholding
on
dividends paid to the Fund), war, expropriation, political and social
instability and diplomatic developments.

7. LINE OF CREDIT

The Fund and Mellon Bank, N.A. have entered into a Line of Credit
Agreement
(the "Agreement") which provides the Fund with a $50 million line of
credit,
primarily for temporary or emergency purposes, including the meeting of
redemption requests that might otherwise require the untimely
disposition of
securities. The Fund may borrow up to the lessor of $50 million or one-
third of
its net assets. Interest is payable at the bank's Money Market Rate plus
0.75%
on an annualized basis. Under the Agreement, the Fund is charged a
facility fee
equal to 0.10% annually of the unutilized credit. The Agreement
requires, among
other provisions, the Fund to maintain a ratio of net assets (not
including
funds borrowed pursuant to the Agreement) to aggregated amount of
indebtedness
pursuant to the Agreement of no less than three to one. For the six
months ended
September 30, 1995, the Fund did not borrow under this Agreement.

8. SUBSEQUENT EVENT

As of November 1, 1995, The Shareholder Services Group, Inc. will
be known
as First Data Investor Services Group, Inc.

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This report is for the information of the shareholders of Tweedy,
Browne
Fund Inc. Its use in connection with any offering of the Company's
shares is
authorized only in a case of a concurrent or prior delivery of the
Company's
current prospectus. Tweedy, Browne Company L.P. is a member of the NASD
and is
the Distributor of the Company.

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[GRAPHIC OF WORLD
MAP]

TWEEDY, BROWNE
GLOBAL VALUE FUND

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SEMI-ANNUAL
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SEPTEMBER 30, 1995
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TWEEDY, BROWNE FUND, INC.
52 Vanderbilt Avenue, NY, NY 10017
800-432-4789 or 800-873-8242

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