APPENDIX I.
                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                  FORM 24F-2
                       Annual Notice of Securities Sold
                           Pursuant to Rule 24f-2

     Read instruction at end of Form before preparing Form.

1.   Name and address of issuer:

     Clipper Fund, Inc.
     2949 East Elvira Road, Suite 101
     Tucson, AZ 85756

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:

     811-03931

     Securities Act File Number:

     002-88543

4    (a). Last day of fiscal year for which this Form is filed:

     December 31, 2012

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.

5.   Calculation of registration fee:

     (i) Aggregate sale price of securities sold during the fiscal year
         pursuant to section 24(f):
                                                         $       107,387,984
                                                         -------------------


    (ii) Aggregate price of securities redeemed or repurchased during the
         fiscal year:
                                                         $       227,078,292
                                                         -------------------


   (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:
                                                         $     5,108,879,549
                                                         -------------------


    (iv) Total available redemption credits
         [add Items 5(ii) and 5 (iii)]:
                                                        -$     5,335,957,841
                                                         -------------------


     (v) Net sales--if Item 5(i) is greater than Item 5 (iv) [subtract
         Item 5(iv) from Item 5(i)]:
                                                         $         0
                                                         -------------------


    (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)]:

                                                         $   (5,228,569,857)
                                                         -------------------



   (vii) Multiplier for determining registration fee (See Instruction C.9):

                                                         x         0.0001346
                                                         -------------------


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

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:__-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):

                                                        +$       N/A
                                                         -------------------

8.   Total of the amount of the registration fee due plus any interest due
     [line 5(viii) plus line 7]:

                                                        =$         0
                                                         -------------------

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

         Method of Delivery:

                               [ ] 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 dates indicated.


By  (Signature and Title)*  /s/ Douglas A. Haines
                            --------------------------
                                Douglas A. Haines
                                Vice President

Date   3/28/13
--------------

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