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


                             AMENDMENT TO FORM N-CSR
                         CERTIFIED SHAREHOLDER REPORT OF
                   REGISTERED MANAGEMENT INVESTMENT COMPANIES

                  Investment Company Act file number 811-03931


                               Clipper Fund, Inc.
               (Exact name of registrant as specified in charter)


                       9601 Wilshire Boulevard, Suite 800
                         Beverly Hills, California 90210
               (Address of principal executive offices) (Zip code)


                                 James H. Gipson
                       9601 Wilshire Boulevard, Suite 800
                         Beverly Hills, California 90210
                     (Name and address of agent for service)


                                    Copy to:
                              Michael Glazer, Esq.
                    c/o Paul, Hastings, Janofsky & Walker LLP
                             515 South Flower Street
                          Los Angeles, California 90071
                                 (213) 683-6207

        Registrant's telephone number, including area code: 800-776-5033

                   Date of fiscal year end: December 31, 2004

                     Date of reporting period: June 30, 2004








Item 10: Controls and Procedures

(a) The Fund's Form N-CSR Disclosure Controls and Procedures delegate to Pacific
Financial Research,  Inc. ("PFR"), as the Fund's investment adviser, the task of
preparing  and filing the Fund's  Form  N-CSR  Reports,  and in that  connection
direct the Fund's  principal  executive  and  financial  officers  to review and
evaluate PFR's  disclosure  controls and procedures with respect to the Fund (as
defined in Rule 30a-3(c)  under the  Investment  Company Act of 1940, as amended
(the "Act")). PFR's disclosure controls and procedures were not documented until
September 2004 (the "Current  Controls and  Procedures").  The Fund's  principal
executive and principal  financial  officers have evaluated the Current Controls
and  Procedures  within 90 days of the filing date of this  amended  report (the
"Evaluation  Date") and have concluded that the Current  Controls and Procedures
are effective.

In  connection  with  their  recent  evaluation  of  the  Current  Controls  and
Procedures, such officers also evaluated PFR's unwritten controls and procedures
with  respect  to  generation  of the Fund's  shareholder  reports  (the  "Prior
Controls and  Procedures")  that were in effect at the time of initial filing of
the report  amended  hereby (the  "Original  Filing"),  including  the report to
shareholders filed as item 1 thereof (the "Shareholder Report").  They concluded
as follows:

        (i) The provisions of the Prior Controls and Procedures  with respect to
        the financial  information  contained in the Shareholder Report were the
        same in all  material  respects  as those of the  Current  Controls  and
        Procedures and were effective as of the date of the Original Filing.

        (ii) The provisions of the Prior Controls and Procedures with respect to
        the non-financial  information  contained in the Shareholder Report were
        substantially  the same as those of the Current Controls and Procedures.
        However,  the Prior  Controls and Procedures  were not  implemented in a
        fully effective manner with respect to  non-financial  information as of
        the date of the Original Filing.  Accordingly,  the Current Controls and
        Procedures have added a review of this type of information by the Fund's
        newly appointed Chief Compliance Officer.

        (iii) The Prior Controls and  Procedures  did not include  provisions to
        ensure that responses to all items of Form N-CSR  (including those added
        by this  amendment),  other  than the  Shareholder  Report  provided  in
        accordance  with  item 1 of the  Form,  were  included  in the  Original
        Filing,  and thus were not  effective in that regard.  Accordingly,  the
        Current  Controls and Procedures  have added  provisions with respect to
        such other items.

(b) There have been no changes in the Fund's  internal  control  over  financial
reporting (as defined in Rule 30a-3(d)  under the Act) that occurred  during the
Fund's last fiscal  half-year that have materially  affected,  or are reasonably
likely  to  materially  affect,  the  Fund's  internal  control  over  financial
reporting.


Item 11(a)(2):  Certifications

Attached as Exhibit 10(a)(2) are the  certifications of the principal  executive
and  principal  financial  officers  required  by Rule  30a-2 of the  Investment
Company Act.









                                   SIGNATURES


Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)                 CLIPPER FUND, INC.

By (Signature and Title)*    /s/ James H. Gipson
                             James H. Gipson, Chairman & President

Date                         September 21, 2004


Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 and the
Investment  Company  Act of  1940,  this  report  has been  signed  below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.


By (Signature and Title)*    /s/ James Gipson
                             James H. Gipson, Chairman & President

Date                         September 21, 2004


By (Signature and Title)*    /s/ Michael Kromm
                             Michael Kromm, Secretary & Treasurer

Date                         September 21, 2004



* Print the name and title of each signing officer under his or her signature.









                                EXHIBIT 11(a)(2)

                                 CERTIFICATIONS


I, James H. Gipson, certify that:

1. I have reviewed this report on Form N-CSR of Clipper Fund, Inc. (the "Fund");

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3. The Fund's other  certifying  officer and I are responsible for  establishing
and maintaining  disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940, as amended) for the Fund and have:

        a.  designed such  disclosure  controls and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material   information   relating  to  the  Fund,   including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

        b. evaluated the  effectiveness  of the Fund's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure controls and procedures,  as of a date within 90 days prior to
the filing date of this report based on such evaluation; and

        c.  disclosed in this report any change in the Fund's  internal  control
over  financial  reporting  that  occurred  during the Fund's most recent fiscal
half-year that has materially  affected,  or is reasonably  likely to materially
affect, the Fund's internal control over financial reporting; and

4. The  Fund's  other  certifying  officer  and I have  disclosed  to the Fund's
auditors and the audit committee of the Fund's board of directors:

        a. all significant deficiencies and material weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely to adversely affect the Fund's ability to record, process, summarize, and
report financial information; and

        b. any fraud, whether or not material, that involves management or other
employees  who have a  significant  role in the  Fund's  internal  control  over
financial reporting.


Date: September 21, 2004

                              /s/ James H. Gipson
                              James H. Gipson
                              Chairman & President










I, Michael Kromm, certify that:

1. I have reviewed this report on Form N-CSR of Clipper Fund, Inc. (the "Fund");

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3. The Fund's other  certifying  officer and I are responsible for  establishing
and maintaining  disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940, as amended) for the Fund and have:

        a.  designed such  disclosure  controls and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material   information   relating  to  the  Fund,   including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

        b. evaluated the  effectiveness  of the Fund's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure controls and procedures,  as of a date within 90 days prior to
the filing date of this report based on such evaluation; and

        c.  disclosed in this report any change in the Fund's  internal  control
over  financial  reporting  that  occurred  during the Fund's most recent fiscal
half-year that has materially  affected,  or is reasonably  likely to materially
affect, the Fund's internal control over financial reporting; and

4. The  Fund's  other  certifying  officer  and I have  disclosed  to the Fund's
auditors and the audit committee of the Fund's board of directors:

        a. all significant deficiencies and material weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely to adversely affect the Fund's ability to record, process, summarize, and
report financial information; and

        b. any fraud, whether or not material, that involves management or other
employees  who have a  significant  role in the  Fund's  internal  control  over
financial reporting.


Date: September 21, 2004

                             /s/ Michael Kromm
                             Michael Kromm
                             Secretary & Treasurer