UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form. Please
print or type.
1. Name and address of issuer:
Tweedy, Browne Fund Inc.
52 Vanderbilt Avenue
New York, New York 10017
2. The name of each series or class of securities for which
this Form is filed (If the Form is being filed for all series and
classes of securities of the issuer, check the box but do not list
series or classes): X
3. Investment Company Act File Number:
811-7458
Securities Act File Number:
33-57724
4(a). Last day of fiscal year for which this Form is filed:
March 31, 1998
4(b). X Check box if this Form is being filed late (i.e., more
than 90 calendar days after the end of the issuer's fiscal year).
(See Instruction A.2)
Note: If the Form is being filed late, interest must be paid on
the registration fee due.
4(c). Check box if this is the last time the issuer will be filing
this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
thefiscal year pursuant to section 24(f): $1,757,122,286
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year: $613,542,551
(iii) Aggregate price of securities redeemed or
repurchased during any prior fiscal year ending
no earlier than October 11, 1995 that were not
previously used to reduce registration fees
payable to the Commission: $0
(iv) Total available redemption credits (add Items
5(ii) and 5(iii): -$613,542,551
(v) Net sales - if Item 5(i) is greater than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]:
$1,143,579,735
(vi) Redemption credits available for use in future
years - if Item 5(i) is less than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]: $ 0
(vii) Multiplier for determining registration fee (See
Instruction C.9): x.000295
(viii) Registration fee due [multiply Item 5(v) by Item
5(vii)] (enter "0" if no fee is due): =337,356.02
6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an
amount of securities that were registered under the Securities Act
of 1933 pursuant to rule 24e-2 as in effect before October 11,
1997, then report the amount of securities (number of shares or
other units) deducted here: N/A. If there is a number of shares
or other units that were registered pursuant to rule 24e-2
remaining unsold at the end of the fiscal year for which this Form
is filed that are available for use by the issuer in future fiscal
years, then state that number here: N/A.
7. Interest due - if this Form is being filed more than 90 days
after the end of the issuer's fiscal year (see instruction D):
+$ N/A
8. Total of the amount of the registration fee due plus any
interest due
[line 5(viii) plus line 7]: =$337,356.02
9. Date the registration fee and any interest payment was sent
to the
Commission's lockbox depository:
June 25, 1998
Method of Delivery:
X Wire Transfer
Mail or other means
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the date
indicated.
By (Signature and Title)* COLEEN DOWNS DINNEEN
Coleen Downs Dinneen, Assistant Secretary
Date June 25, 1998 *Please print the name and title of
the signing officer below the signature.
