U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 24F-2
                        ANNUAL NOTICE OF SECURITIES SOLD
                             PURSUANT TO RULE 24F-2

1.   Name and address of issuer:   The Kaufmann Fund, Inc.
                                   140 E. 45th St, 43rd Floor
                                   New York, NY 10017

2.   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:       811-1586

     Securities Act File Number:               2-28049

4.   (a)   Last day of fiscal year for which this Form is filed:
           December 31, 2000

     (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). [X]

     (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):                         $ 245,940,707
                                                                   -------------

     (ii)  Aggregate price of securities redeemed or
           repurchased  during the fiscal year:
                                               $696,445,515
                                               ------------
     (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
                                                $3,147,005,607
                                                --------------


     (iv)  Total available redemption credits [add items 5(ii) and
           5(iii):                                                $3,843,451,122
                                                                  --------------

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

     (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)]:                               $(3,597,510,415)
                                                          ----------------

     (vii)  Multiplier for determining registration fee:               x
                                                                       ---------



     (viii) Registration fee due [multiply Item 5(v) by Item
            5(vii)]:                                                 $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:__________.
     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, than state that number here:_________.

7.   Interest due - if this Form is being filed more than 90 days after the end
     of the issuers fiscal year (see Instruction  D)

                                                                       $0.00
                                                                       ---------
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: January 16, 2001


     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    /s/ Lucy A. Muccio
           ---------------------

           Lucy A. Muccio
           ---------------------

           Assistant Treasurer
           ---------------------

    Date   April 4, 2001
           ---------------------