TWEEDY BROWNE FUND INC
24F-2NT, 2000-06-26
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                                  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.
         350 Park Avenue, 9th Floor
         New York, New York  10022

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, 2000

4(b). [  ]  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.

<PAGE>


5. Calculation of registration fee:

  (i)   Aggregate sale price of securities sold during the
        fiscal year pursuant to section 24(f):                   $2,686,573,942
  (ii)  Aggregate price of securities redeemed or
        repurchased during the fiscal year:             $2,640,890,050

  (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):                                        $2,640,890,050

   (v)  Net sales - if Item 5(i) is greater than item 5(iv)
        [subtract Item 5(iv) from Item 5(i)]:                   $    45,683,892
                                                                 --------------

  (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      .000264

  (viii)Registration fee due [multiply Item 5(v) by Item
        5(vii)] (enter "0" if no fee is due):                   =$    12,060.55


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  [effective date of recision
    of rule 24e-2],  then report the amount of securities (number of shares
    or other  units)  deducted  here:  0. 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: 0.

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):            +$       0

8.  Total of the amount of the registration fee due plus any interest due
    [line 5(viii) plus line 7]:                                 =$    12,060.55
                                                                   -------------

9.  Date the  registration  fee and any  interest  payment  was sent to the
    Commission's lockbox depository:

                  Method of Delivery:

                           X        Wire Transfer
                          [  ]      Mail or other means

<PAGE>



                                   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)* /s/Elizabeth Lawrence
                                    Elizabeth Lawrence
                                    Assistant Treasurer

Date: June 26, 2000

*Please print the name and title of the signing officer below the signature.







<PAGE>



                                   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)*
                                    Elizabeth Lawrence
                                    Assistant Treasurer

Date: June 26, 2000

*Please print the name and title of the signing officer below the signature.






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