Exhibit (b)(2)
Amendment No. 1
AMENDMENT TO THE BY-LAWS OF
TWEEDY, BROWNE FUND INC.
Pursuant to Article XIV of the By-Laws of the Tweedy, Browne Fund Inc.
(the "Corporation") the Board of Directors, by affirmative vote of a majority
thereof, shall have the right to amend, alter or repeal the By-Laws at any
regular or special meeting of the Board of Directors, except any particular
By-Law which is specified as not subject to alteration or repeal by the Board of
Directors.
Pursuant to this Article XIV, on March 9, 1994, a majority of the
Corporation's Board of Directors amended Article II, Section 2, in its entirety,
said Article II, Section 2 to read hereinafter as follows:
"Special meetings of the stockholders, unless otherwise provided by law
or by the Articles of Incorporation (the "Articles") may be called for
any purpose or purposes by a majority of the Board of Directors, the
President, or on the written request of the holders of at least 10% of
the outstanding capital stock of the Corporation entitled to vote at
such meeting."
