TWEEDY, BROWNE GLOBAL VALUE FUND
TWEEDY, BROWNE AMERICAN VALUE FUND
Supplement to Prospectus and Statement of Additional Information
dated August 1, 1997
At a meeting held September 29, 1997, shareholders of the
Tweedy, Browne Fund Inc. (the "Company") approved new Investment
Advisory Agreements (each an "Agreement") between Tweedy, Browne
Company LLC ("Tweedy, Browne"), the investment adviser, and the
Company, on behalf of each of Tweedy, Browne Global Value Fund and
Tweedy, Browne American Value Fund (collectively, the "Funds").
Tweedy, Browne has converted from a limited partnership to a
limited liability company, and a majority interest is now owned
indirectly by Affiliated Managers Group, Inc. All other terms of
each new Investment Advisory Agreement are the same as those
contained in the current Investment Advisory Agreement. There are
no changes in the fees payable by each Fund to Tweedy, Browne.
Each Fund will continue to pay Tweedy, Browne a fee of 1.25% of
its average daily net assets, subject to such waivers and
reimbursements as are described in the Prospectus and Statement of
Additional Information. The new Investment Advisory Agreements
will continue in effect for a period of two years and thereafter
from year to year, only if such continuation is specifically
approved at least annually by the Company's Board of Directors.
October 9, 1997
shared\clients\tweedy\supplemen\pros897.doc
