SHERMAN DEAN FUND INC
N-30D, 1996-07-01
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                         SHERMAN, DEAN FUND, INC.
                            3570 HUNTERS SOUND
                         SAN ANTONIO, TEXAS 78230
                              (210) 492-1488

                            SEMI-ANNUAL REPORT
                             NOVEMBER 30, 1995





                         SHERMAN, DEAN FUND, INC.
                    STATEMENT of ASSETS and LIABILITIES
                             November 30, 1995
                                (Unaudited)


ASSETS:
Investments in securities, at value
  (identified cost $3,406,874) (Note 1A and 2)   ..........  $     2,100,706
Cash ......................................................           45,016
Interest Receivable........................................              312
                                                               --------------
  Total assets ............................................        2,146,034
                                                               --------------
LIABILITIES:
Management fee payable ....................................            5,318
Accrued expenses ..........................................           13,208
                                                               --------------
  Total liabilities .......................................           18,526
                                                               --------------
NET ASSETS (Applicable to 226,498 shares outstanding;
5,000,000 shares of $1 par value authorized) ..............  $     2,127,508
                                                               ==============
Net Asset Value, Offering Price and Redemption Price per
Share ($2,127,508 / 226,498 shares) .......................  $          9.39
                                                               ==============

At November 30, 1995 the components of net assets were
as follows:
  Paid in capital .........................................  $     3,702,839
  Accumulated deficit in net investment income ............          (12,720)
  Accumulated net realized loss on investments ............         (256,443)
  Net unrealized depreciation of investments ..............       (1,306,168)
                                                               --------------
    Net assets ............................................  $     2,127,508
                                                               ==============
              See Accompanying Notes to Financial Statements











                         SHERMAN, DEAN FUND, INC.
                          STATEMENT OF OPERATIONS
                 FOR THE SIX MONTHS ENDED NOVEMBER 30, 1995
                                (Unaudited)




INVESTMENT INCOME:
Income:
  Interest income .........................................  $         8,545

                                                               --------------
     Total income .........................................            8,545
                                                               --------------
Expenses:
  Management fees (Note 3) ................................           10,555
  Accounting fees .........................................            6,002
  Custodian and shareholder servicing costs ...............              139
  Communications ..........................................            2,129
  Director's Fees .........................................              900
  Insurance ...............................................              336
  Printing ................................................              379
  Postage ........ ........................................              457
  Filing and Registration Fees ............................              250
  Miscellaneous ...........................................              118
                                                               --------------
    Total expenses ........................................           21,265
                                                               --------------
      Net investment loss .................................          (12,720)


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized gain on investments ........................          289,112
  Net change in unrealized depreciation of investments ....          289,572
                                                               --------------
    Net gain on investments ...............................          578,684
                                                               --------------
      Net increase in net assets resulting from operations   $       565,964
                                                               ==============


              See Accompanying Notes to Financial Statements






                         SHERMAN, DEAN FUND, INC.
                    STATEMENT of CHANGES IN NET ASSETS
                                (Unaudited)

                                                     For the
                                                    Six Months    For the
                                                     Ended         Year
                                                  November 30,    Ended
                                                      1995        May 31,
                                                  (Unaudited)       1995
                                                 ----------------------------
OPERATIONS:
  Net investment loss.........................  $      (12,720)     (26,850)
  Net realized gain(loss) on investments......         289,112          332
  Net change in unrealized depreciation of
    investments ..............................         289,572       65,354
                                                 ----------------------------
  Net decrease in net assets resulting
    from operations ..........................         565,964        38,836

CAPITAL SHARE TRANSACTIONS:
  Net increase (decrease) in net assets resulting
    from capital share transactions (a) ......               0             0
                                                 ----------------------------
  Total increase (decrease) in net assets .......      565,964        38,836
   Net assets at beginning of the period .....       1,561,544     1,522,708
                                                 ----------------------------
  Net assets at the end of the period.........  $    2,127,508   $ 1,561,544
                                                 ============================


(a) A summary of capital share transactions is as follows:

                        For the Period Ending         For the Year Ended
                         November 30, 1995                May 31, 1995
                   ----------------------------------------------------------
                       Shares          Value         Shares        Value
                   ----------------------------------------------------------

Shares sold .......             0             $0             0   $       0
Shares redeemed ...             0             $0             0           0
                   ----------------------------------------------------------
Net decrease......              0             $0             0   $       0
                   ==========================================================

              See Accompanying Notes to Financial Statements








                         SHERMAN, DEAN FUND, INC.
                         PORTFOLIO OF INVESTMENTS
                                (Unaudited)

                                                                   Value
      Shares                 Common Stock  75.6%                 (Note 1A)
- -----------------------------------------------------------------------------
                   Mining(gold,silver,copper)            20.6%
     778,250*      Benguet Corp. ..............................      437,766

                   Technology                            55.0%
      62,343*      CPAC, Inc. .................................      841,630
     128,000*      Hytek Microsystems, Inc. ...................      328,000
                                                               --------------
                     Total ...................................     1,169,630
                                                               --------------
Total Investments in Stocks (75.6%) (Cost $2,913,564).........     1,607,396

    Principal
      Amount              Short Term Investments  23.2%
- ---------------------------------------------------------------
    $350,000       US T-Bill 5.50% Due 02/22/96...............       345,327
    $150,000       US T-Bill 5.48% Due 02/29/96...............       147,983
                                                               --------------
Total Short Term Investments (Amortized Cost $493,622)........       493,310
                                                               --------------
                   Total Investments in Securities
                     (Cost $3,407,186) **........        98.8%     2,100,706
                   Cash and Other Assets in Excess
                     of other liabilities - Net           1.2%        26,802
                                                 ----------------------------
                   Total Net Assets .............       100.0%     2,127,508
                                                 ============================

  * Non-income producing securities.
 ** Cost of investments for federal income tax purposes is $3,406,874 and
    net unrealized depreciation consists of:

            Gross Unrealized Appreciation ..................  $      787,695
            Gross Unrealized Depreciation ..................      (2,093,863)
                                                               --------------
            Net Unrealized Depreciation ....................  $   (1,306,168)
                                                               ==============



              See Accompanying Notes to Financial Statements





  SHERMAN, DEAN FUND, INC.
  FINANCIAL HIGHLIGHTS
  For a Share Outstanding Throughout Each Period



                                         For The
                                         Six Months     YEARS ENDED MAY 31st
                                         Ended      ---------------------------
                                         11/30/95
                                         (Unaudited)    1995      1994    1993
                                         -----------  --------  --------  -----
 Net Asset Value, Beginning of Period....   $ 6.89    $ 6.72    $ 7.54   $ 7.48
                                         -----------  --------  -------- ------
 Net investment gain (loss) .............    (0.06)    (0.12)    (0.21)   (0.11)
 Net realized and unrealized gain (loss) 
  on investments ........................     2.56      0.29     (0.61)    0.17
                                         -----------  --------  --------  -----
 Total From Operations                         2.50      0.17     (0.82)   0.06
                                         -----------  --------  --------  -----
 Net Asset Value, End of Period..........   $  9.39    $ 6.89    $ 6.72  $ 7.54
                                         -----------  --------  --------  -----

 Total Return                                 36.28%     2.53%   -10.88%   0.80%
 Ratio of operating expenses to average
   net assets ...........................      2.15% *   2.40%     3.82%   2.66%
 Ratio of net investment loss to average
   net assets ...........................     -1.43% *  -1.67%    -2.96%  -1.63%
 Portfolio turnover rate ................      0.00% *   0.00%     2.12%  30.25%

 Net Assets, End of Period (in thousands)    $2,128    $1,562    $1,523  $2,215

 *Annualized
 See Accompanying Notes to Financial Statements



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

            1992      1991
          --------  --------
           $ 7.26    $ 8.67
          --------  --------
            (0.12)    (0.11)

             0.34     (1.30)
          --------  --------
             0.22     (1.41)
          --------  --------
            $7.48     $7.26
          --------  --------

             3.03%   -16.26%

             3.07%     2.75%

            -1.82%    -1.56%
             7.81%     9.14%

           $2,668    $2,425





                  SHERMAN, DEAN FUND, INC.
                NOTES TO FINANCIAL STATEMENTS
                     NOVEMBER 30, 1995

Note 1 - Significant Accounting Policies

   The following is a summary of the significant accounting policies
consistently followed by the Fund in the preparation of its financial
statements. The policies are in conformity with generally accepted 
accounting principles.

   A. Security Valuation and Pricing
       The net asset value of the Fund's shares on the
financial reporting date are determined as of the close of
business of the New York Stock Exchange, currently 4:00
pm New York time. A security listed or traded on an
exchange, the NASDAQ National Market System or the
NASDAQ Bulletin Board is valued at its last sale price
(prior to the time as of which assets are valued) on that
exchange where it is principally traded. Lacking any sales
on the exchange where it is principally traded on the day
of valuation prior to the time as of which assets are
valued, the security is valued at the mean between the last
bid and asked prices on that exchange.  All other
securities for which over-the-counter quotations are
readily available are valued on the basis of the mean
between the last current bid and asked price. Securities
for which reliable quotations are not readily available are
valued at their respective fair value as determined in good
faith by the Board of Directors of the Fund.
     Short-Term investments with less than 60  days to
maturity are valued at amortized cost, which approximates
market value.

   B. Federal Income Taxes
       It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its
taxable income to its shareholders. Therefore, no Federal
income tax provision is required.

   C. Other
     Security transactions are accounted for on the trade
date. Dividend income and distributions to shareholders
are recorded on the ex-dividend date; interest income is
recorded on the accrual basis.

     On September 14, 1993, after Shareholder approval,
the Fund changed its status from an open-end fund to a
closed-end fund. From that date, the Fund has neither
issued nor redeemed shares.

Note 2 - Investment Transactions
   For the six months ended November 30, 1995, the cost
of purchases and the proceeds from sales of securities,
other than short-term notes, aggregated $0.00 and
$423,581 respectively.

Note 3 - Investment Advisory Agreement
   Sherman, Dean & Co.,Inc. ("Adviser") shall, to the
extent reasonably required in the conduct of the business
of the Fund, place at the disposal of the Fund its
judgement and experience and furnishes to the Fund
advice and recommendations with respect to investments,
investment policies, and the purchase and sale of
securities under an investment advisory agreement that
was approved by shareholders, and became effective on
September 14, 1993. As compensation for its services, the
Adviser is paid a fee quarterly, at an annual rate of
1% (0.25% quarterly) of the net assets of the Fund
computed on the last business day of each quarter, on
net assets up to $30 million. Pursuant to this
agreement, the Fund incurred a management fee of
$10,555 for the six months ended November 30, 1995.
   The Fund's advisory agreement will terminate on
September 6, 1996, unless its continuance is
approved annually by the Fund's Board of Directors
or by a vote of a majority of the Fund's outstanding
shares as defined by the Investment Company Act of
1940.
   The Adviser agrees to pay salaries of any
officer or director of the Fund who is affiliated
with the Adviser, for all services on behalf of the
Fund. The Fund will pay all its own expenses,
including without limitation, distribution expenses,
if any, including advertising and printing and
mailing of sales literature. The Board of Directors
of the Fund will approve plans, if any, for
distribution and review of expenditures.
J. Walter Sherman, a director and President of
the Fund, and David Sherman, a director and
Vice-President, Secretary and Treasurer of the  Fund,
own approximately 90% and 10%, respectively, of
the outstanding capital stock of the Adviser.

Note 4 - Capital Loss Carryforward
As of May 31, 1995, the Fund has a capital
loss carryforward of $545,555 for Federal income tax
purposes which expires as follows: $4,341 in 2,000
and $541,214 in 2,002.



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