Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company (n-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-02679

DAVIS SERIES , INC.

(Exact name of registrant as specified in charter)

2949 East Elvira Road, Suite 101

Tucson, AZ 85756

(Address of principal executive offices)

Thomas D. Tays

Davis Selected Advisers, L.P.

2949 East Elvira Road, Suite 101

Tucson, AZ 85756

(Name and address of agent for service)

Registrant’s telephone number, including area code: 520-806-7600

Date of fiscal year end: December 31, 2012

Date of reporting period: September 30, 2012

ITEM 1. SCHEDULE OF INVESTMENTS

DAVIS SERIES, INC.	Schedule of Investments
DAVIS OPPORTUNITY FUND	September 30, 2012 (Unaudited)

						Shares/Units		Value
COMMON STOCK – (95.43%)
	CONSUMER DISCRETIONARY – (11.13%)
		Consumer Durables & Apparel – (1.88%)
				Compagnie Financiere Richemont S.A., Bearer Shares, Unit A (Switzerland)			77,840	$	4,667,917
				Hunter Douglas NV (Netherlands)			85,011		3,206,293
									7,874,210
		Media – (4.58%)
				Walt Disney Co.			366,290		19,149,641
		Retailing – (4.67%)
				Groupon, Inc. *			822,220		3,917,878
				Netflix Inc. *			147,570		8,029,284
				Tiffany & Co.			97,100		6,008,548
				Vipshop Holdings Ltd., ADS (China)*			209,440		1,570,800
									19,526,510
					Total Consumer Discretionary				46,550,361
	CONSUMER STAPLES – (11.98%)
		Food & Staples Retailing – (5.07%)
				Brazil Pharma S.A. (Brazil)			664,600		3,983,174
				CVS Caremark Corp.			53,080		2,570,134
				Sysco Corp.			255,420		7,986,983
				Wal-Mart Stores, Inc.			90,470		6,676,686
									21,216,977
		Food, Beverage & Tobacco – (5.48%)
				Coca-Cola Co.			337,160		12,788,479
				Diageo PLC (United Kingdom)			85,500		2,401,646
				Heineken Holding NV (Netherlands)			19,565		950,242
				Kellogg Co.			81,000		4,184,460
				Philip Morris International Inc.			28,850		2,594,769
									22,919,596
		Household & Personal Products – (1.43%)
				Procter & Gamble Co.			86,100		5,971,896
					Total Consumer Staples				50,108,469
	ENERGY – (4.70%)
				Exxon Mobil Corp.			91,080		8,329,266
				Noble Energy, Inc.			17,400		1,613,154
				Plains Exploration & Production Co. *			40,400		1,513,788
				Schlumberger Ltd.			113,420		8,203,669
					Total Energy				19,659,877
	FINANCIALS – (21.69%)
		Banks – (4.74%)
			Commercial Banks – (4.74%)
				U.S. Bancorp			181,080		6,211,044
				Wells Fargo & Co.			393,930		13,602,403
									19,813,447
		Diversified Financials – (7.35%)
			Capital Markets – (6.06%)
				CETIP S.A. - Mercados Organizados (Brazil)			241,500		3,168,775
				Charles Schwab Corp.			354,110		4,529,067
				Oaktree Capital Group LLC, Class A			430,177		17,637,257
									25,335,099

DAVIS SERIES, INC.	Schedule of Investments
DAVIS OPPORTUNITY FUND - (CONTINUED)	September 30, 2012 (Unaudited)

						Shares		Value
COMMON STOCK – (CONTINUED)
	FINANCIALS – (CONTINUED)
		Diversified Financials – (Continued)
			Diversified Financial Services – (1.29%)
				JPMorgan Chase & Co.			133,570	$	5,406,914
									30,742,013
		Insurance – (9.60%)
			Multi-line Insurance – (0.75%)
				Loews Corp.			75,640		3,120,907
			Property & Casualty Insurance – (7.63%)
				Berkshire Hathaway Inc., Class B *			229,761		20,264,920
				Chubb Corp.			53,400		4,073,352
				Markel Corp. *			16,535		7,581,132
									31,919,404
			Reinsurance – (1.22%)
				Alleghany Corp. *			14,829		5,115,115
									40,155,426
					Total Financials				90,710,886
	HEALTH CARE – (6.41%)
		Health Care Equipment & Services – (3.09%)
				IDEXX Laboratories, Inc. *			61,540		6,109,383
				Medtronic, Inc.			157,350		6,784,932
									12,894,315
		Pharmaceuticals, Biotechnology & Life Sciences – (3.32%)
				Agilent Technologies, Inc.			22,504		865,279
				Eli Lilly and Co.			120,320		5,704,371
				Johnson & Johnson			87,630		6,038,583
				Techne Corp.			17,830		1,282,334
									13,890,567
					Total Health Care				26,784,882
	INDUSTRIALS – (13.83%)
		Capital Goods – (6.72%)
				3M Co.			36,030		3,329,893
				Cummins Inc.			23,300		2,148,493
				Deere & Co.			55,940		4,614,491
				Emerson Electric Co.			121,550		5,867,218
				PACCAR Inc.			303,580		12,150,789
									28,110,884
		Commercial & Professional Services – (2.59%)
				Nielsen Holdings NV *			360,850		10,818,283
		Transportation – (4.52%)
				Expeditors International of Washington, Inc.			143,000		5,195,905
				FedEx Corp.			44,120		3,733,434
				Kuehne & Nagel International AG (Switzerland)			88,276		9,968,008
									18,897,347
					Total Industrials				57,826,514
	INFORMATION TECHNOLOGY – (21.72%)
		Semiconductors & Semiconductor Equipment – (3.12%)
				Intel Corp.			201,910		4,574,271
				Texas Instruments Inc.			307,810		8,481,705
									13,055,976

DAVIS SERIES, INC.	Schedule of Investments
DAVIS OPPORTUNITY FUND - (CONTINUED)	September 30, 2012 (Unaudited)

									Shares/Principal/Units			Value
COMMON STOCK – (CONTINUED)
	INFORMATION TECHNOLOGY – (CONTINUED)
		Software & Services – (17.55%)
				Angie's List Inc. *							441,314	$	4,644,830
				Automatic Data Processing, Inc.							56,570		3,316,699
				Google Inc., Class A *							46,813		35,320,877
				International Business Machines Corp.							27,784		5,763,791
				Microsoft Corp.							359,020		10,682,640
				Oracle Corp.							168,710		5,308,460
				SAP AG, ADR (Germany)							48,631		3,468,849
				Youku Tudou Inc., ADR (China)*							266,920		4,908,659
													73,414,805
		Technology Hardware & Equipment – (1.05%)
				Hewlett-Packard Co.							190,234		3,245,392
				Nokia Oyj, ADR (Finland)							442,750		1,137,867
													4,383,259
								Total Information Technology					90,854,040
	MATERIALS – (3.24%)
				Air Products and Chemicals, Inc.							38,150		3,155,005
				Sigma-Aldrich Corp.							144,370		10,385,978
								Total Materials					13,540,983
	TELECOMMUNICATION SERVICES – (0.73%)
				America Movil SAB de C.V., Series L, ADR (Mexico)							120,320		3,060,941
								Total Telecommunication Services					3,060,941
							TOTAL COMMON STOCK – (Identified cost $345,682,226)						399,096,953
STOCK WARRANTS – (0.63%)
	FINANCIALS – (0.63%)
		Banks – (0.63%)
			Commercial Banks – (0.63%)
				Wells Fargo & Co., strike price $34.01, expires 10/28/18 *							266,520		2,635,883
							TOTAL STOCK WARRANTS – (Identified cost $2,126,827)						2,635,883
SHORT-TERM INVESTMENTS – (4.10%)
				Banc of America Securities LLC Joint Repurchase Agreement, 0.17%, 10/01/12, dated 09/28/12, repurchase value of $7,208,102 (collateralized by: U.S. Government agency mortgages in a pooled cash account, 2.525%-4.50%, 01/01/26-08/01/42, total market value $7,352,160)						$	7,208,000		7,208,000
				Mizuho Securities USA Inc. Joint Repurchase Agreement, 0.28%, 10/01/12, dated 09/28/12, repurchase value of $9,938,232 (collateralized by: U.S. Government agency mortgages in a pooled cash account, 4.00%-4.50%, 11/20/41-01/15/42, total market value $10,136,760)							9,938,000		9,938,000
							TOTAL SHORT-TERM INVESTMENTS – (Identified cost $17,146,000)						17,146,000

					Total Investments – (100.16%) – (Identified cost $364,955,053) – (a)								418,878,836
					Liabilities Less Other Assets – (0.16%)								(659,515)
						Net Assets – (100.00%)						$	418,219,321

DAVIS SERIES, INC.	Schedule of Investments
DAVIS OPPORTUNITY FUND - (CONTINUED)	September 30, 2012 (Unaudited)

ADR: American Depositary Receipt

ADS: American Depositary Share

*	Non-Income producing security.

(a)	Aggregate cost for federal income tax purposes is $373,164,711. At September 30, 2012 unrealized appreciation (depreciation) of securities for federal income tax purposes is as follows:

		Unrealized appreciation		$	71,767,097
		Unrealized depreciation			(26,052,972)
			Net unrealized appreciation	$	45,714,125

Please refer to "Notes to Schedule of Investments" on page 20 for the Fund's policy regarding valuation of investments.

For information regarding the Fund's other significant accounting policies, please refer to the Fund's most recent Semi-Annual or Annual Shareholder Report.

DAVIS SERIES, INC.	Schedule of Investments
DAVIS GOVERNMENT BOND FUND	September 30, 2012 (Unaudited)

				Principal			Value
GOVERNMENT AGENCY NOTES – (0.26%)
		Fannie Mae, 4.00%, 01/28/13			$	400,000	$	405,044
			TOTAL GOVERNMENT AGENCY NOTES – (Identified cost $400,912)					405,044
MORTGAGES – (95.33%)
	COLLATERALIZED MORTGAGE OBLIGATIONS – (70.69%)
		Fannie Mae, 4.50%, 01/25/14				61,654		62,915
		Fannie Mae, 4.00%, 01/25/19				603,831		626,729
		Fannie Mae, 4.00%, 02/25/19				1,397,649		1,465,009
		Fannie Mae, 4.00%, 04/25/19				5,000,000		5,274,371
		Fannie Mae, 4.00%, 07/25/23				1,524,932		1,580,561
		Fannie Mae, 4.00%, 11/25/23				1,157,856		1,200,802
		Fannie Mae, 6.00%, 08/18/28				42,352		42,683
		Fannie Mae, 3.50%, 12/25/31				4,870,275		5,163,587
		Fannie Mae, 3.50%, 09/25/36				828,424		866,733
		Fannie Mae, 0.4165%, 02/25/37 (a)				123,445		122,104
		Fannie Mae, 0.4665%, 03/25/37 (a)				1,057,924		1,056,561
		Fannie Mae, 0.5665%, 07/25/37 (a)				1,056,405		1,054,228
		Fannie Mae, 0.7165%, 06/25/38 (a)				553,058		556,141
		Fannie Mae Whole Loan, 5.31%, 08/25/33				338,335		342,990
		Fannie Mae Whole Loan, 5.09%, 11/25/43				3,358,579		3,558,741
		Fannie Mae Whole Loan, 6.2312%, 08/25/47 (a)				647,741		729,611
		Freddie Mac, 4.00%, 01/15/17				13,786		13,795
		Freddie Mac, 3.50%, 01/15/18				201,057		206,476
		Freddie Mac, 4.50%, 05/15/18				3,055,883		3,251,162
		Freddie Mac, 4.00%, 06/15/18				54,502		54,555
		Freddie Mac, 4.50%, 07/15/18				885,070		934,162
		Freddie Mac, 4.00%, 10/15/18				2,875,000		3,020,086
		Freddie Mac, 4.50%, 02/15/19				4,390,000		4,682,715
		Freddie Mac, 5.00%, 05/15/19				71,648		72,218
		Freddie Mac, 4.50%, 09/15/23				1,359,402		1,421,801
		Freddie Mac, 3.50%, 02/15/24				2,304,213		2,365,262
		Freddie Mac, 1.30%, 03/15/24 (a)				2,582,284		2,632,213
		Freddie Mac, 3.50%, 07/15/24				1,526,639		1,581,996
		Freddie Mac, 5.00%, 01/15/25				2,000,000		2,264,591
		Freddie Mac, 3.50%, 04/15/25				2,142,344		2,225,229
		Freddie Mac, 4.00%, 01/15/26				2,965,001		3,148,408
		Freddie Mac, 3.00%, 03/15/26				4,634,862		4,900,540
		Freddie Mac, 4.00%, 01/15/28				2,711,453		2,844,239
		Freddie Mac, 4.50%, 04/15/32				2,132,691		2,204,223
		Freddie Mac, 6.00%, 01/15/33				21,555		21,575
		Freddie Mac, 5.00%, 01/15/34				1,456,542		1,480,684
		Freddie Mac, 4.50%, 08/15/36				1,716,741		1,830,804
		Freddie Mac, 4.00%, 03/15/37				4,214,758		4,343,478
		Freddie Mac, 0.6208%, 11/15/37 (a)				3,350,411		3,369,826
		Freddie Mac, 4.00%, 01/15/38				4,301,175		4,529,508
		Freddie Mac, 3.00%, 06/15/39				691,935		733,536
		Freddie Mac, 4.00%, 12/15/40				4,797,765		5,179,938
		Freddie Mac Structured Pass-Through, 6.50%, 02/25/43				728,930		829,842
		Ginnie Mae, 4.50%, 10/20/20				322,708		325,009

DAVIS SERIES, INC.	Schedule of Investments
DAVIS GOVERNMENT BOND FUND - (CONTINUED)	September 30, 2012 (Unaudited)

					Principal			Value
MORTGAGES – (CONTINUED)
	COLLATERALIZED MORTGAGE OBLIGATIONS – (CONTINUED)
		Ginnie Mae, 4.00%, 11/20/30				$	1,167,321	$	1,174,623
		Ginnie Mae, 5.00%, 02/16/32					531,967		535,031
		Ginnie Mae, 4.00%, 05/20/33					3,760,432		3,961,764
		Ginnie Mae, 3.536%, 09/16/35					4,550,696		4,772,400
		Ginnie Mae, 3.421%, 11/16/35					5,079,996		5,310,025
		Ginnie Mae, 5.2069%, 12/16/36 (a)					666,000		722,053
		Ginnie Mae, 6.1304%, 04/20/37 (a)					2,857,530		3,246,563
		Ginnie Mae, 3.00%, 06/20/38					2,109,245		2,176,268
		Ginnie Mae, 2.7166%, 02/16/44					3,688,254		3,862,870
				Total Collateralized Mortgage Obligations					109,933,234
	FANNIE MAE POOLS – (19.88%)
		4.564%, 01/01/15, Pool No. 725788					1,072,014		1,128,408
		6.00%, 09/01/17, Pool No. 665776					990,703		1,061,074
		4.50%, 03/01/18, Pool No. AJ0354					1,295,213		1,369,286
		5.00%, 03/01/18, Pool No. 357369					382,001		415,641
		4.50%, 08/01/18, Pool No. 254833					829,007		890,070
		4.00%, 01/01/19, Pool No. 976841					602,557		646,788
		3.50%, 09/01/20, Pool No. MA0521					1,396,309		1,496,712
		0.716%, 11/01/20, Pool No. 466582 (b)					4,085,000		4,097,786
		3.00%, 12/01/20, Pool No. MA0605					3,136,363		3,273,480
		3.50%, 01/01/21, Pool No. MA0629					1,999,303		2,143,066
		4.00%, 07/01/25, Pool No. AD7151					1,768,885		1,892,652
		2.50%, 10/01/27, Pool No. AP9869					3,539,679		3,744,980
		6.50%, 07/01/32, Pool No. 635069					101,026		111,534
		1.85%, 10/01/32, Pool No. 648917 (b)					749,944		786,579
		2.183%, 05/01/35, Pool No. 826242 (b)					412,861		439,933
		4.827%, 01/01/36, Pool No. 848973 (b)					566,627		617,736
		5.614%, 04/01/36, Pool No. 851605 (b)					525,621		564,946
		6.00%, 09/01/37, Pool No. 888796					560,706		618,880
		6.50%, 09/01/37, Pool No. AA0924					1,566,207		1,803,405
		6.152%, 10/01/37, Pool No. AL1846 (b)					3,451,387		3,812,284
				Total Fannie Mae Pools					30,915,240
	FREDDIE MAC POOLS – (2.42%)
		4.00%, 12/01/12, Pool No. M81008					147,404		148,045
		5.50%, 12/01/18, Pool No. G11684					560,483		607,143
		5.50%, 06/01/22, Pool No. G12688					363,942		393,217
		4.00%, 05/01/24, Pool No. J09596					1,478,527		1,578,743
		2.483%, 12/01/34, Pool No. 1H1238 (b)					314,593		338,252
		2.771%, 04/01/36, Pool No. 848422 (b)					665,218		703,055
				Total Freddie Mac Pools					3,768,455
	GINNIE MAE POOLS – (2.34%)
		5.00%, 10/20/40, Pool No. 783539					3,375,532		3,633,971
				Total Ginnie Mae Pools					3,633,971
			TOTAL MORTGAGES – (Identified cost $147,091,510)						148,250,900

DAVIS SERIES, INC.	Schedule of Investments
DAVIS GOVERNMENT BOND FUND - (CONTINUED)	September 30, 2012 (Unaudited)

					Principal			Value
OTHER AGENCIES – (0.18%)
	Housing Urban Development, 6.00%, 08/01/20					$	280,000	$	281,368
				TOTAL OTHER AGENCIES – (Identified cost $280,000)					281,368
SHORT-TERM INVESTMENTS – (6.96%)
	Banc of America Securities LLC Joint Repurchase Agreement, 0.17%, 10/01/12, dated 09/28/12, repurchase value of $4,546,064 (collateralized by: U.S. Government agency mortgages in a pooled cash account, 2.525%-4.50%, 01/01/26-08/01/42, total market value $4,636,920)						4,546,000		4,546,000
	Mizuho Securities USA Inc. Joint Repurchase Agreement, 0.28%, 10/01/12, dated 09/28/12, repurchase value of $6,269,146 (collateralized by: U.S. Government agency mortgages in a pooled cash account, 4.00%-4.50%, 11/20/41-01/15/42, total market value $6,394,380)						6,269,000		6,269,000
				TOTAL SHORT-TERM INVESTMENTS – (Identified cost $10,815,000)					10,815,000

		Total Investments – (102.73%) – (Identified cost $158,587,422) – (c)							159,752,312
		Liabilities Less Other Assets – (2.73%)							(4,238,460)
			Net Assets – (100.00%)					$	155,513,852

(a)

The interest rates on floating rate securities, shown as of September 30, 2012, may change daily or less frequently and are based on indices of market interest rates. For purposes of amortized cost valuation, the maturity dates of these securities are considered to be the effective maturities, based on the reset dates of the securities' variable rates.

(b)

The interest rates on adjustable rate securities, shown as of September 30, 2012, may change daily or less frequently and are based on indices of market interest rates.

(c)

Aggregate cost for federal income tax purposes is $158,587,422. At September 30, 2012 unrealized appreciation (depreciation) of securities for federal income tax purposes is as follows:

	Unrealized appreciation		$	1,574,980
	Unrealized depreciation			(410,090)
		Net unrealized appreciation	$	1,164,890

Please refer to "Notes to Schedule of Investments" on page 20 for the Fund's policy regarding valuation of investments.

For information regarding the Fund's other significant accounting policies, please refer to the Fund's most recent Semi-Annual or Annual Shareholder Report.

DAVIS SERIES, INC.	Schedule of Investments
DAVIS GOVERNMENT MONEY MARKET FUND	September 30, 2012 (Unaudited)

			Principal			Value
FANNIE MAE – (3.62%)
	0.25%, 10/18/12 (a)			$	2,300,000	$	2,300,121
	0.29%, 12/03/12 (a)				3,000,000		3,000,784
	0.375%, 12/28/12				4,500,000		4,501,965
		TOTAL FANNIE MAE – (Identified cost $9,802,870)					9,802,870
FDIC STRUCTURED SALE GUARANTEED NOTES – (4.20%)
	Class A-2, 144A, 0.1986%, 10/25/12 (b)(c)				10,400,000		10,398,646
	Series 2010-L3, Class A-2, 144A, 0.2973%, 01/07/13 (b)(c)				950,000		949,249
		TOTAL FDIC STRUCTURED SALE GUARANTEED NOTES – (Identified cost $11,347,895)					11,347,895
FEDERAL FARM CREDIT BANK – (9.28%)
	0.242%, 10/19/12 (a)				3,800,000		3,799,981
	4.86%, 01/02/13				1,340,000		1,355,698
	0.3961%, 01/25/13 (a)				500,000		500,375
	0.202%, 01/28/13 (a)				5,000,000		4,998,213
	0.222%, 02/20/13 (a)				2,150,000		2,150,171
	0.222%, 02/21/13 (a)				2,500,000		2,500,000
	0.25%, 07/23/13				4,000,000		3,999,895
	0.1645%, 07/29/13 (a)				1,600,000		1,599,870
	0.2005%, 08/01/13 (a)				4,210,000		4,210,729
		TOTAL FEDERAL FARM CREDIT BANK – (Identified cost $25,114,932)					25,114,932
FEDERAL HOME LOAN BANK – (25.35%)
	4.50%, 11/15/12				4,500,000		4,523,732
	0.19%, 11/21/12				5,500,000		5,500,443
	1.746%, 11/30/12				4,500,000		4,511,447
	0.125%, 12/03/12				2,800,000		2,799,720
	1.75%, 12/14/12				2,000,000		2,006,208
	4.875%, 12/14/12				2,400,000		2,422,763
	0.24%, 01/25/13 (a)				4,500,000		4,501,583
	5.126%, 02/28/13				5,000,000		5,099,732
	0.25%, 03/28/13				3,500,000		3,499,675
	0.14%, 04/26/13 (a)				6,000,000		5,999,963
	0.14%, 05/15/13 (a)				4,500,000		4,499,716
	0.14%, 06/18/13 (a)				4,700,000		4,700,000
	0.125%, 06/28/13				5,000,000		4,996,571
	0.272%, 07/22/13 (a)				4,500,000		4,501,451
	0.19%, 08/22/13 (a)				4,500,000		4,499,599
	0.238%, 09/10/13 (a)				4,500,000		4,500,182
		TOTAL FEDERAL HOME LOAN BANK – (Identified cost $68,562,785)					68,562,785
FREDDIE MAC – (4.31%)
	0.28%, 10/12/12 (a)				3,000,000		3,000,082
	0.375%, 11/30/12				1,075,000		1,075,335
	0.75%, 12/28/12				4,500,000		4,506,026
	1.375%, 01/09/13				1,437,000		1,441,578

DAVIS SERIES, INC.	Schedule of Investments
DAVIS GOVERNMENT MONEY MARKET FUND - (CONTINUED)	September 30, 2012 (Unaudited)

		Principal			Value
FREDDIE MAC – (CONTINUED)
	0.31%, 01/24/13 (a)		$	1,640,000	$	1,640,313

				TOTAL FREDDIE MAC – (Identified cost $11,663,334)			11,663,334
OTHER AGENCIES – (1.58%)
	FICO Strip, 0.2898%, 03/26/13 (c)				1,834,000		1,831,443
	Tennessee Valley Authority Strip, 0.2297%, 12/15/12 (c)				2,442,000		2,440,853
				TOTAL OTHER AGENCIES – (Identified cost $4,272,296)			4,272,296
PRIVATE EXPORT FUNDING – (4.43%)
	3.55%, 04/15/13				11,760,000		11,968,708
				TOTAL PRIVATE EXPORT FUNDING – (Identified cost $11,968,708)			11,968,708
REPURCHASE AGREEMENTS – (47.20%)
	Banc of America Securities LLC Joint Repurchase Agreement, 0.17%, 10/01/12, dated 09/28/12, repurchase value of $53,674,760 (collateralized by: U.S. Government agency mortgages in a pooled cash account, 2.525%-4.50%, 01/01/26-08/01/42, total market value $54,747,480)				53,674,000		53,674,000
	Mizuho Securities USA Inc. Joint Repurchase Agreement, 0.28%, 10/01/12, dated 09/28/12, repurchase value of $74,012,727 (collateralized by: U.S. Government agency mortgages in a pooled cash account, 4.00%-4.50%, 11/20/41-01/15/42, total market value $75,491,220)				74,011,000		74,011,000
				TOTAL REPURCHASE AGREEMENTS – (Identified cost $127,685,000)			127,685,000

		Total Investments – (99.97%) – (Identified cost $270,417,820) – (d)					270,417,820
		Other Assets Less Liabilities – (0.03%)					93,400
			Net Assets – (100.00%)			$	270,511,220

(a)

(b)

These securities are subject to Rule 144A. The Board of Directors of the Fund has determined that there is sufficient liquidity in these securities to realize current valuations. These securities amounted to $11,347,895 or 4.20% of the Fund's net assets as of September 30, 2012.

(c)

Zero coupon bonds reflect the effective yield on the date of purchase.

(d)

Aggregate cost for federal income tax purposes is $270,417,820.

Please refer to "Notes to Schedule of Investments" on page 20 for the Fund's policy regarding valuation of investments.

For information regarding the Fund's other significant accounting policies, please refer to the Fund's most recent Semi-Annual or Annual Shareholder Report.

DAVIS SERIES, INC.	Schedule of Investments
DAVIS FINANCIAL FUND	September 30, 2012 (Unaudited)

						Shares/Units		Value
COMMON STOCK – (95.36%)
	CONSUMER DISCRETIONARY – (1.61%)
		Retailing – (1.61%)
				Bed Bath & Beyond Inc. *			130,000	$	8,190,650
					Total Consumer Discretionary				8,190,650
	CONSUMER STAPLES – (3.00%)
		Food & Staples Retailing – (3.00%)
				CVS Caremark Corp.			315,500		15,276,510
					Total Consumer Staples				15,276,510
	ENERGY – (3.40%)
				Canadian Natural Resources Ltd. (Canada)			562,990		17,334,462
					Total Energy				17,334,462
	FINANCIALS – (84.80%)
		Banks – (17.69%)
			Commercial Banks – (17.69%)
				ICICI Bank Ltd., ADR (India)			121,697		4,884,918
				SKBHC Holdings LLC *(a)			1,604		5,987,524
				State Bank of India Ltd., GDR (India)			332,813		28,671,840
				U.S. Bancorp			101,671		3,487,315
				Wells Fargo & Co.			1,363,319		47,075,405
									90,107,002
		Diversified Financials – (41.82%)
			Capital Markets – (25.39%)
				Ameriprise Financial, Inc.			111,554		6,323,996
				Bank of New York Mellon Corp.			1,193,374		26,994,120
				Brookfield Asset Management Inc., Class A (Canada)			680,090		23,469,906
				Charles Schwab Corp.			95,998		1,227,814
				Goldman Sachs Group, Inc.			138,492		15,743,771
				Julius Baer Group Ltd. (Switzerland)			655,068		22,845,540
				Oaktree Capital Group LLC, Class A			797,800		32,709,800
									129,314,947
			Consumer Finance – (11.06%)
				American Express Co. (b)			967,182		54,993,968
				First Marblehead Corp. *			1,305,032		1,370,284
									56,364,252
			Diversified Financial Services – (5.37%)
				Bank of America Corp.			121,264		1,070,761
				Cielo S.A. (Brazil)			236,304		5,896,964
				Visa Inc., Class A			151,737		20,375,244
									27,342,969
									213,022,168
		Insurance – (25.29%)
			Multi-line Insurance – (5.74%)
				Loews Corp. (b)			709,245		29,263,449
			Property & Casualty Insurance – (10.29%)
				Markel Corp. *			67,186		30,804,109
				Progressive Corp.			1,041,565		21,602,058
									52,406,167

DAVIS SERIES, INC.	Schedule of Investments
DAVIS FINANCIAL FUND - (CONTINUED)	September 30, 2012 (Unaudited)

									Shares/Principal			Value
COMMON STOCK – (CONTINUED)
	FINANCIALS – (CONTINUED)
		Insurance – (Continued)
			Reinsurance – (9.26%)
				Alleghany Corp. *							75,318	$	25,980,191
				Everest Re Group, Ltd.							197,972		21,175,085
													47,155,276
													128,824,892
								Total Financials					431,954,062
	INFORMATION TECHNOLOGY – (2.55%)
		Software & Services – (2.55%)
				Google Inc., Class A *							17,200		12,977,572
								Total Information Technology					12,977,572
							TOTAL COMMON STOCK – (Identified cost $328,116,942)						485,733,256
SHORT-TERM INVESTMENTS – (4.79%)
				Banc of America Securities LLC Joint Repurchase Agreement, 0.17%, 10/01/12, dated 09/28/12, repurchase value of $10,248,145 (collateralized by: U.S. Government agency mortgages in a pooled cash account, 2.525%-4.50%, 01/01/26-08/01/42, total market value $10,452,960)						$	10,248,000		10,248,000
				Mizuho Securities USA Inc. Joint Repurchase Agreement, 0.28%, 10/01/12, dated 09/28/12, repurchase value of $14,130,330 (collateralized by: U.S. Government agency mortgages in a pooled cash account, 4.00%-4.50%, 11/20/41-01/15/42, total market value $14,412,600)							14,130,000		14,130,000
							TOTAL SHORT-TERM INVESTMENTS – (Identified cost $24,378,000)						24,378,000

					Total Investments – (100.15%) – (Identified cost $352,494,942) – (c)								510,111,256
					Liabilities Less Other Assets – (0.15%)								(755,852)
						Net Assets – (100.00%)						$	509,355,404

DAVIS SERIES, INC.	Schedule of Investments
DAVIS FINANCIAL FUND - (CONTINUED)	September 30, 2012 (Unaudited)

ADR: American Depositary Receipt

GDR: Global Depositary Receipt

*		Non-Income producing security.

(a)		Restricted securities are not registered under the Securities Act of 1933 and may have contractual restrictions on resale. They are valued under methods approved by the Board of Directors as reflecting fair value. The aggregate value of restricted securities amounted to $5,987,524 or 1.18% of the Fund's net assets as of September 30, 2012.

(b)		A portion of these securities is pledged to cover unfunded capital commitments at September 30, 2012. Unfunded capital commitments represent agreements which obligate a fund to meet capital calls in the future. Payment would be made when a capital call is requested. Capital calls can only be made if and when certain requirements have been fulfilled; thus, the timing and the amount of such capital calls cannot readily be determined. Unfunded capital commitments are recorded when capital calls are requested. As of September 30, 2012, unfunded capital commitments amounted to $7,581,308.

(c)		Aggregate cost for federal income tax purposes is $357,837,695. At September 30, 2012 unrealized appreciation (depreciation) of securities for federal income tax purposes is as follows:

	Unrealized appreciation			$	201,702,318
	Unrealized depreciation				(49,428,757)
			Net unrealized appreciation	$	152,273,561

Please refer to "Notes to Schedule of Investments" on page 20 for the Fund's policy regarding valuation of investments.

For information regarding the Fund's other significant accounting policies, please refer to the Fund's most recent Semi-Annual or Annual Shareholder Report.

DAVIS SERIES, INC.	Schedule of Investments
DAVIS APPRECIATION & INCOME FUND	September 30, 2012 (Unaudited)

						Shares		Value
COMMON STOCK – (57.34%)
	CONSUMER DISCRETIONARY – (8.98%)
		Consumer Services – (0.38%)
				School Specialty, Inc. *			575,363	$	1,326,212
		Media – (2.79%)
				News Corp., Class A			396,300		9,715,294
		Retailing – (5.81%)
				Amazon.com, Inc. *			18,113		4,608,038
				Kohl's Corp.			305,800		15,663,076
									20,271,114
					Total Consumer Discretionary				31,312,620
	CONSUMER STAPLES – (3.81%)
		Food & Staples Retailing – (2.65%)
				Whole Foods Market, Inc.			95,000		9,248,725
		Food, Beverage & Tobacco – (1.16%)
				Tyson Foods, Inc., Class A			252,200		4,040,244
					Total Consumer Staples				13,288,969
	ENERGY – (9.89%)
				Devon Energy Corp.			198,100		11,985,050
				Nabors Industries Ltd. *			710,900		9,973,927
				Transocean Ltd.			278,431		12,498,768
					Total Energy				34,457,745
	FINANCIALS – (5.32%)
		Diversified Financials – (5.32%)
			Consumer Finance – (2.77%)
				ADFITECH, Inc. *			266,000		744,800
				American Express Co.			157,000		8,927,020
									9,671,820
			Diversified Financial Services – (2.55%)
				Bank of America Corp.			875,876		7,733,985
				Citigroup Inc.			35,186		1,151,286
									8,885,271
									18,557,091
					Total Financials				18,557,091
	HEALTH CARE – (6.62%)
		Health Care Equipment & Services – (3.60%)
				Universal Health Services, Inc., Class B			274,500		12,552,885
		Pharmaceuticals, Biotechnology & Life Sciences – (3.02%)
				Valeant Pharmaceuticals International, Inc. (Canada)*			190,546		10,531,477
					Total Health Care				23,084,362
	INDUSTRIALS – (11.92%)
		Capital Goods – (9.13%)
				General Electric Co.			450,200		10,224,042
				Masco Corp.			529,500		7,968,975
				Quanta Services, Inc. *			550,990		13,609,453
									31,802,470
		Commercial & Professional Services – (2.79%)
				Waste Connections, Inc.			321,750		9,732,937
					Total Industrials				41,535,407

DAVIS SERIES, INC.	Schedule of Investments
DAVIS APPRECIATION & INCOME FUND - (CONTINUED)	September 30, 2012 (Unaudited)

							Shares/Principal			Value
COMMON STOCK – (CONTINUED)
	INFORMATION TECHNOLOGY – (4.34%)
		Semiconductors & Semiconductor Equipment – (4.34%)
				Fairchild Semiconductor International, Inc. *					501,897	$	6,584,889
				Intel Corp.					135,300		3,065,221
				International Rectifier Corp. *					327,100		5,459,299
											15,109,409
						Total Information Technology					15,109,409
	MATERIALS – (4.82%)
				Allegheny Technologies, Inc.					96,100		3,065,590
				Freeport-McMoRan Copper & Gold Inc.					195,482		7,737,178
				Molycorp, Inc. *					263,900		3,034,850
				United States Steel Corp.					155,700		2,969,199
						Total Materials					16,806,817
	UTILITIES – (1.64%)
				AES Corp. *					521,700		5,723,049
						Total Utilities					5,723,049
					TOTAL COMMON STOCK – (Identified cost $212,862,869)						199,875,469
CONVERTIBLE PREFERRED STOCK – (9.76%)
	FINANCIALS – (5.95%)
		Diversified Financials – (3.79%)
			Diversified Financial Services – (3.79%)
				Citigroup Inc., 7.50%, Conv. Pfd., T-DECS					136,000		13,211,040
		Real Estate – (2.16%)
				Alexandria Real Estate Equities, Inc., 7.00%, Series D, Cum. Conv. Pfd.					274,010		7,518,149
						Total Financials					20,729,189
	INDUSTRIALS – (1.53%)
		Transportation – (1.53%)
				Continental Airlines Finance Trust II, 6.00%, Conv. Pfd.					153,200		5,333,275
						Total Industrials					5,333,275
	UTILITIES – (2.28%)
				AES Trust III, 6.75%, Conv. Pfd.					158,738		7,941,853
						Total Utilities					7,941,853
					TOTAL CONVERTIBLE PREFERRED STOCK - (Identified cost $29,972,207)						34,004,317
CONVERTIBLE BONDS – (30.16%)
	CONSUMER DISCRETIONARY – (2.08%)
		Consumer Services – (2.08%)
				School Specialty, Inc., Conv. Sub. Deb., 3.75%, 11/30/26				$	10,900,000		7,241,687
						Total Consumer Discretionary					7,241,687
	CONSUMER STAPLES – (3.89%)
		Food, Beverage & Tobacco – (3.89%)
				Tyson Foods, Inc., Conv. Sr. Notes, 3.25%, 10/15/13					12,212,000		13,540,055
						Total Consumer Staples					13,540,055

DAVIS SERIES, INC.	Schedule of Investments
DAVIS APPRECIATION & INCOME FUND - (CONTINUED)	September 30, 2012 (Unaudited)

							Principal			Value
CONVERTIBLE BONDS – (CONTINUED)
	ENERGY – (0.81%)
				Transocean Inc., Conv. Sr. Notes, 1.50%, 12/15/37				$	2,842,000	$	2,831,343
						Total Energy					2,831,343
	FINANCIALS – (7.47%)
		Real Estate – (7.47%)
				Digital Realty Trust, L.P., 144A Conv. Sr. Notes, 5.50%, 04/15/29 (a)					3,434,000		5,938,674
				Forest City Enterprises, Inc., Conv. Sr. Notes, 3.625%, 10/15/14					10,140,000		11,977,875
				Forest City Enterprises, Inc., Conv. Sr. Notes, 4.25%, 08/15/18					7,720,000		8,115,650
											26,032,199
						Total Financials					26,032,199
	INDUSTRIALS – (2.43%)
		Capital Goods – (2.43%)
				United Rentals, Inc., Conv. Sr. Notes, 4.00%, 11/15/15					2,819,000		8,483,428
						Total Industrials					8,483,428
	INFORMATION TECHNOLOGY – (4.13%)
		Semiconductors & Semiconductor Equipment – (4.13%)
				Intel Corp., Conv. Jr. Sub. Deb., 3.25%, 08/01/39					11,635,000		14,398,312
						Total Information Technology					14,398,312
	MATERIALS – (9.35%)
				Allegheny Technologies, Inc., Conv. Sr. Notes, 4.25%, 06/01/14					9,527,000		10,997,731
				Molycorp, Inc., Conv. Sr. Notes, 3.25%, 06/15/16					7,235,000		5,064,500
				Molycorp, Inc., Conv. Sr. Notes, 6.00%, 09/01/17					4,825,000		5,557,797
				United States Steel Corp., Conv. Sr. Notes, 4.00%, 05/15/14					10,816,000		10,985,000
						Total Materials					32,605,028
					TOTAL CONVERTIBLE BONDS – (Identified cost $103,977,256)						105,132,052
CORPORATE BONDS – (2.46%)
	CONSUMER DISCRETIONARY – (0.40%)
		Retailing – (0.40%)
				Kohl's Corp., Sr. Notes, 6.25%, 12/15/17					1,132,000		1,384,924
						Total Consumer Discretionary					1,384,924
	FINANCIALS – (0.50%)
		Diversified Financials – (0.19%)
			Consumer Finance – (0.19%)
				ADFITECH, Inc., Sr. Bond, 8.00%, 03/15/20					1,040,991		677,215
		Real Estate – (0.31%)
				Thornburg Mortgage, Inc., Sr. Notes, 8.00%, 05/15/13 (b)					13,300,000		1,080,625
						Total Financials					1,757,840
	HEALTH CARE – (0.30%)
		Pharmaceuticals, Biotechnology & Life Sciences – (0.30%)
				Valeant Pharmaceuticals International, Inc., 144A Sr. Notes, 6.75%, 08/15/21 (a)					1,000,000		1,042,500
						Total Health Care					1,042,500
	INDUSTRIALS – (0.43%)
		Capital Goods – (0.43%)
				Masco Corp., Sr. Notes, 6.125%, 10/03/16					1,349,500		1,486,641
						Total Industrials					1,486,641

DAVIS SERIES, INC.	Schedule of Investments
DAVIS APPRECIATION & INCOME FUND - (CONTINUED)	September 30, 2012 (Unaudited)

							Principal			Value
CORPORATE BONDS – (CONTINUED)
	MATERIALS – (0.83%)
		Molycorp, Inc., 144A Sr. Notes, 10.00%, 06/01/20 (a)						$	2,900,000	$	2,885,500
						Total Materials					2,885,500
					TOTAL CORPORATE BONDS – (Identified cost $17,321,340)						8,557,405
SHORT-TERM INVESTMENTS – (0.04%)
		Banc of America Securities LLC Joint Repurchase Agreement, 0.17%, 10/01/12, dated 09/28/12, repurchase value of $59,001 (collateralized by: U.S. Government agency mortgages in a pooled cash account, 2.525%-4.50%, 01/01/26-08/01/42, total market value $60,180)							59,000		59,000
		Mizuho Securities USA Inc. Joint Repurchase Agreement, 0.28%, 10/01/12, dated 09/28/12, repurchase value of $81,002 (collateralized by: U.S. Government agency mortgages in a pooled cash account, 4.00%-4.50%, 11/20/41-01/15/42, total market value $82,620)							81,000		81,000
					TOTAL SHORT-TERM INVESTMENTS – (Identified cost $140,000)						140,000

			Total Investments – (99.76%) – (Identified cost $364,273,672) – (c)								347,709,243
			Other Assets Less Liabilities – (0.24%)								842,069
				Net Assets – (100.00%)						$	348,551,312


	T-DECS: Tangible Dividend Enhanced Common Stock

	*		Non-Income producing security.

	(a)		These securities are subject to Rule 144A. The Board of Directors of the Fund has determined that there is sufficient liquidity in these securities to realize current valuations. These securities amounted to $9,866,674 or 2.83% of the Fund's net assets as of September 30, 2012.

	(b)		This security is in default. The Fund may hold securities in default and is not obligated to dispose of securities whose issuers or underlying obligors subsequently default. As of September 30, 2012, the value of defaulted securities amounted to $1,080,625 (cost: $9,921,191) or 0.31% of the Fund's net assets.

	(c)		Aggregate cost for federal income tax purposes is $364,321,652. At September 30, 2012 unrealized appreciation (depreciation) of securities for federal income tax purposes is as follows:

	Unrealized appreciation		$	55,096,031
	Unrealized depreciation			(71,708,440)
		Net unrealized depreciation	$	(16,612,409)

Please refer to “Notes to Schedule of Investments” on page 20 for the Fund's policy regarding valuation of investments.

For information regarding the Fund's other significant accounting policies, please refer to the Fund's most recent Semi-Annual or Annual Shareholder Report.

DAVIS SERIES, INC.	Schedule of Investments
DAVIS REAL ESTATE FUND	September 30, 2012 (Unaudited)

					Shares		Value
COMMON STOCK – (77.89%)
	FINANCIALS – (77.89%)
		Real Estate – (77.89%)
			Real Estate Investment Trusts (REITs) – (74.44%)
				Diversified REITs – (3.01%)
				Vornado Realty Trust		98,584	$	7,990,233
				Industrial REITs – (4.43%)
				DCT Industrial Trust Inc.		877,200		5,675,484
				EastGroup Properties, Inc.		114,050		6,067,460
								11,742,944
				Office REITs – (18.50%)
				Alexandria Real Estate Equities, Inc.		102,083		7,505,142
				BioMed Realty Trust, Inc.		350,150		6,554,808
				Boston Properties, Inc.		76,820		8,497,060
				Brandywine Realty Trust		365,200		4,451,788
				Coresite Realty Corp.		47,000		1,266,180
				Corporate Office Properties Trust		160,518		3,847,617
				Digital Realty Trust, Inc.		88,600		6,188,710
				DuPont Fabros Technology Inc.		242,100		6,113,025
				SL Green Realty Corp.		58,020		4,645,661
								49,069,991
				Residential REITs – (15.08%)
				American Campus Communities, Inc.		215,770		9,467,988
				AvalonBay Communities, Inc.		48,820		6,639,032
				Education Realty Trust, Inc.		438,980		4,784,882
				Equity Residential		115,140		6,624,004
				Essex Property Trust, Inc.		44,750		6,633,740
				Post Properties, Inc.		122,080		5,854,957
								40,004,603
				Retail REITs – (16.47%)
				CBL & Associates Properties, Inc.		285,000		6,081,900
				DDR Corp.		363,020		5,575,987
				Federal Realty Investment Trust		39,670		4,177,251
				Kimco Realty Corp.		273,440		5,542,629
				Macerich Co.		111,010		6,353,102
				Simon Property Group, Inc.		88,032		13,364,138
				Taubman Centers, Inc.		34,000		2,608,820
								43,703,827
				Specialized REITs – (16.95%)
				American Tower Corp.		95,290		6,802,753
				Entertainment Properties Trust		73,700		3,274,491
				Host Hotels & Resorts Inc.		402,700		6,463,335
				LaSalle Hotel Properties		155,930		4,161,772
				Public Storage		45,810		6,375,378
				Rayonier Inc.		161,300		7,905,313
				Ventas, Inc.		110,800		6,897,300
				Weyerhaeuser Co.		117,830		3,080,076
								44,960,418
								197,472,016

DAVIS SERIES, INC.	Schedule of Investments
DAVIS REAL ESTATE FUND - (CONTINUED)	September 30, 2012 (Unaudited)

							Shares/Principal			Value
COMMON STOCK – (CONTINUED)
	FINANCIALS – (CONTINUED)
		Real Estate – (Continued)
			Real Estate Management & Development – (3.45%)
				Real Estate Operating Companies – (3.45%)
				Forest City Enterprises, Inc., Class A *					577,154	$	9,147,891
						Total Financials					206,619,907
					TOTAL COMMON STOCK – (Identified cost $178,103,201)						206,619,907
PREFERRED STOCK – (9.65%)
	FINANCIALS – (9.65%)
		Real Estate – (9.65%)
			Real Estate Investment Trusts (REITs) – (9.65%)
				Industrial REITs – (1.62%)
				Prologis, Inc., 6.75%, Series M					171,000		4,299,795
				Office REITs – (6.59%)
				Alexandria Real Estate Equities, Inc., 7.00%, Series D, Cum. Conv. Pfd.					468,943		12,866,624
				Digital Realty Trust, Inc., 5.50%, Series D, Cum. Conv. Pfd.					79,500		3,498,000
				DuPont Fabros Technology Inc., 7.625%, Series B					41,000		1,107,102
											17,471,726
				Retail REITs – (1.44%)
				CBL & Associates Properties, Inc., 7.375%, Series D					114,160		2,899,949
				Taubman Centers, Inc., 6.50%, Series J					35,620		912,763
											3,812,712
						Total Financials					25,584,233
					TOTAL PREFERRED STOCK – (Identified cost $12,170,196)						25,584,233
CONVERTIBLE BONDS – (3.67%)
	FINANCIALS – (3.67%)
		Real Estate – (3.67%)
			Real Estate Investment Trusts (REITs) – (3.14%)
				Office REITs – (3.14%)
				Digital Realty Trust, L.P., 144A Conv. Sr. Notes, 5.50%, 04/15/29 (a)				$	4,815,000		8,326,940
			Real Estate Management & Development – (0.53%)
				Real Estate Operating Companies – (0.53%)
				Forest City Enterprises, Inc., Conv. Sr. Notes, 5.00%, 10/15/16					1,040,000		1,416,350
						Total Financials					9,743,290
					TOTAL CONVERTIBLE BONDS – (Identified cost $5,855,000)						9,743,290

DAVIS SERIES, INC.	Schedule of Investments
DAVIS REAL ESTATE FUND - (CONTINUED)	September 30, 2012 (Unaudited)

					Principal				Value
SHORT-TERM INVESTMENTS – (8.46%)
		Banc of America Securities LLC Joint Repurchase Agreement, 0.17%, 10/01/12, dated 09/28/12, repurchase value of $9,428,134 (collateralized by: U.S. Government agency mortgages in a pooled cash account, 2.525%-4.50%, 01/01/26-08/01/42, total market value $9,616,560)				$	9,428,000		$	9,428,000
		Mizuho Securities USA Inc. Joint Repurchase Agreement, 0.28%, 10/01/12, dated 09/28/12, repurchase value of $12,999,303 (collateralized by: U.S. Government agency mortgages in a pooled cash account, 4.00%-4.50%, 11/20/41-01/15/42, total market value $13,258,980)					12,999,000			12,999,000
				TOTAL SHORT-TERM INVESTMENTS – (Identified cost $22,427,000)						22,427,000

			Total Investments – (99.67%) – (Identified cost $218,555,397) – (b)							264,374,430
	Other Assets Less Liabilities – (0.33%)							886,319
				Net Assets – (100.00%)					$	265,260,749


*	Non-Income producing security.

(a)	This security is subject to Rule 144A. The Board of Directors of the Fund has determined that there is sufficient liquidity in this security to realize current valuations. This security amounted to $8,326,940 or 3.14% of the Fund's net assets as of September 30, 2012. a

(b)	Aggregate cost for federal income tax purposes is $231,474,874. At September 30, 2012 unrealized appreciation (depreciation) of securities for federal income tax purposes is as follows:

		Unrealized appreciation		$	43,400,759
		Unrealized depreciation			(10,501,203)
			Net unrealized appreciation	$	32,899,556

Please refer to “Notes to Schedule of Investments” on page 20 for the Fund's policy regarding valuation of investments.

For information regarding the Fund's other significant accounting policies, please refer to the Fund's most recent Semi-Annual or Annual Shareholder Report.

DAVIS SERIES, INC.	Notes to Schedule of Investments
	September 30, 2012 (Unaudited)

Security Valuation - The Funds calculate the net asset value of their shares as of the close of the New York Stock Exchange (“Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for business. Securities listed on the Exchange (and other national exchanges) are valued at the last reported sales price on the day of valuation. Securities traded in the over-the-counter market (e.g. NASDAQ) and listed securities for which no sale was reported on that date are stated at the average of closing bid and asked prices. Securities traded on foreign exchanges are valued based upon the last sales price on the principal exchange on which the security is traded prior to the time when the Funds’ assets are valued. Securities (including restricted securities) for which market quotations are not readily available or securities whose values have been materially affected by what Davis Selected Advisers, L.P. (“Adviser”), the Funds’ investment adviser, identifies as a significant event occurring before the Funds’ assets are valued but after the close of their respective exchanges will be fair valued using a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Funds’ Pricing Committee and Board of Directors. The Pricing Committee considers all facts they deem relevant that are reasonably available, through either public information or information available to the Adviser’s portfolio management team, when determining the fair value of a security. Fair value determinations are subject to review, approval, and ratification by the Funds’ Board of Directors at its next regularly scheduled meeting covering the period in which the fair valuation was determined. Fair valuation standardized methodologies used by the Funds for equity securities include, but are not limited to, adjusting the value based on changes in an appropriate securities index and applying liquidity discounts.

To assess the continuing appropriateness of security valuations, the Adviser may compare prior day prices, prices of comparable securities, and sale prices to the prior or current day prices and challenge those prices exceeding certain tolerance levels with the third-party pricing service or broker source. For those securities valued by fair valuations, the Pricing Committee reviews and affirms the reasonableness of the valuation on a regular basis after considering all relevant information that is reasonably available.

Short-term securities purchased within 60 days to maturity are valued at amortized cost, which approximates market value. For Davis Government Money Market Fund, in compliance with Rule 2a-7 of the Investment Company Act of 1940, securities are valued at amortized cost, which approximates market value.

The Funds’ valuation procedures are reviewed and subject to approval by the Board of Directors. There have been no significant changes to the fair valuation procedures during the period.

Value Measurements - Fair value is defined as the price that the Funds would receive upon selling an investment in an orderly transaction to an independent buyer in the principal market for the investment. Various inputs are used to determine the fair value of the Funds’ investments. These inputs are summarized in the three broad levels listed below.

Level 1 –	quoted prices in active markets for identical securities
Level 2 –	other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
Level 3 –	significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Funds can obtain the fair value assigned to a security if they were to sell the security. Money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

DAVIS SERIES, INC.	Notes to Schedule of Investments – (Continued)
	September 30, 2012 (Unaudited)

Security Valuation – (Continued)

Value Measurements – (Continued)

The following is a summary of the inputs used as of September 30, 2012 in valuing each Fund’s investments carried at value:

Investments in Securities at Value

Davis

Government

Davis

Appreciation

Davis

Opportunity

Government

Money Market

Financial

& Income

Real Estate

Fund

Bond Fund

Fund

Valuation inputs

Level 1 – Quoted Prices:

Equity securities :

Consumer discretionary

46,550,361

–

8,190,650

31,312,620

–

Consumer staples

50,108,469

–

15,276,510

13,288,969

–

Energy

19,659,877

–

17,334,462

34,457,745

–

Financials

93,346,769

–

425,966,538

38,541,480

228,706,140

Health care

26,784,882

–

23,084,362

–

Industrials

57,826,514

–

41,535,407

–

Information technology

90,854,040

–

12,977,572

15,109,409

–

Materials

13,540,983

–

16,806,817

–

Telecommunication services

3,060,941

–

Utilities

–

13,664,902

–

Total Level 1

401,732,836

–

479,745,732

227,801,711

228,706,140

Level 2 – Other Significant

Observable Inputs:

Debt securities issued by U.S. Treasuries and U.S. Government corporations and agencies:

Long-term

–

148,937,312

–

Short-term

–

142,732,820

–

Convertible debt securities

–

105,132,052

9,743,290

Corporate debt securities

–

8,557,405

–

Equity securities :

Financials

–

744,800

3,498,000

Industrials

–

5,333,275

–

Short-term securities

17,146,000

10,815,000

127,685,000

24,378,000

140,000

22,427,000

Total Level 2

17,146,000

159,752,312

270,417,820

24,378,000

119,907,532

35,668,290

Level 3 – Significant Unobservable

Inputs:

Equity securities :

Financials

–

5,987,524

–

Total Level 3

–

5,987,524

–

Total Investments

418,878,836

159,752,312

270,417,820

510,111,256

347,709,243

264,374,430

Level 2 to Level 1 Transfers * :

Consumer discretionary

7,874,210

–

Consumer staples

3,351,888

–

Financials

17,637,257

–

84,227,180

–

Industrials

9,968,008

–

Total

38,831,363

–

84,227,180

–

*Application of fair value procedures for securities traded on foreign exchanges triggered the majority of transfers of assets (or investments) between Level 1 and Level 2 of the fair value hierarchy during the three months ended September 30, 2012.

DAVIS SERIES, INC.	Notes to Schedule of Investments – (Continued)
	September 30, 2012 (Unaudited)

Security Valuation – (Continued)

Value Measurements – (Continued)

The following table reconciles the valuation of assets in which significant unobservable inputs (Level 3) were used in determining fair value during the three months ended September 30, 2012:

	Davis Opportunity Fund		Davis Financial Fund
Investment Securities:
Beginning balance a	$	–	$	7,105,682
Net realized loss		(17,371,319)		(13,924,031)
Decrease in unrealized depreciation		17,371,319		12,805,873
Ending balance	$	–	$	5,987,524

Increase in unrealized depreciation during the period on Level 3 securities still held at September 30, 2012	$	–	$	(1,118,158)

There were no transfers of assets (or investments) into or out of Level 3 of the fair value hierarchy during the period.

a Includes securities valued at zero.

The following table is a summary of those assets in which significant unobservable inputs (Level 3) were used by the Adviser in determining fair value. Note that these amounts exclude any valuations provided by a pricing service or broker.

	Davis Financial Fund
Assets Table Investments at Value:
Equity securities:
Fair value at September 30, 2012	$	5,987,524

Valuation technique	Index-based value adjustment with liquidity discount
Unobservable input	Discount rate
Amount	25%

ITEM 2. CONTROLS AND PROCEDURES

(a)

The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective as of a date within 90 days of the filing date of this report.

(b)

There have been no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls.

ITEM 3. EXHIBITS

EX-99.CERT - Section 302 Certification

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.

DAVIS SERIES, INC.

By /s/ Kenneth C. Eich

Kenneth C. Eich

Principal Executive Officer

Date: November 29, 2012

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 /s/ Kenneth C. Eich

Kenneth C. Eich

Principal Executive Officer

Date: November 29, 2012

By /s/ Douglas A. Haines

Douglas A. Haines

Principal Financial officer

Date: November 29, 2012

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