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

                                          Form 13F

                                       Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: December 31, 1999

Check here if Amendment ( );       Amendment Number:

This Amendment (Check only one.):   ( )is a restatement.
                                    ( )adds new holding entries.


Institutional Investment Manager Filing this Report:

Name: Polen Capital Management, Inc.
Address: 14502 North Dale Mabry Hwy.
         Suite 303
         Tampa, FL  33618

Form 13F File Number:   28-6100

The institutional investment manager filing this report
and the person by whom it is signed hereby represent
that the person signing the report is authorized to
submit it, that all information contained herein is
true, correct and complete, and that it is understood
that all required items, statements, schedules, lists
and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting
Manager:

Name: Michael R. Jacqmin
Title: Chief Financial Officer
Phone: (813) 265-3565

Signature, Place, and Date of Signing:

Michael R. Jacqmin Tampa, FL  01/27/00

[Signature]  [City, State]    [Date]


Report type (Check only one.):

* 13F HOLDINGS REPORT.(Check here if all holdings
  of this reporting manager are reported in this report.)

  13F NOTICE.	(Check here if no holdings reported are in
  this report, and all holdings are reported by other
  reporting manager (s).)

  13F COMBINATION REPORT.	(Check here is a portion of the
  holdings for this reporting manager are reported in this
  report and a portion are reported by other reporting
  manager(s).)


                                      Form 13F SUMMARY PAGE

Report Summary:

Number of Other Included Managers:  0

Form 13F Information Table Entry Total:

Form 13F Information Table Value Total: $
							(thousands)


List of Other Included Managers:

Provide a numbered list of the name(s) and Form 13F file
Number(s) of all institutional investment managers with
Respect to which this report is filed, other that the
Manager filing this report.

[If there are no entries in this list, state "NONE"
and omit the column headings and list entries.]

NONE



                    Form 13F    INFORMATIONAL    TABLE
 COLUMN    1     COLUMN   2   COLUMN   3  COLUMN   4     COLUMN     5 COLUM 6

NAME OF ISSUER  TITLE OF CLASS  CUSIP       VALUE     SHRS OR  SH/  PUT/INVST
                                          (x$1000)    PRN AMT  PRN  CALL DIS

American Express     Common    025816109     39824      239547  SH       Sole
Amgen Inc.           Common    031162100     94652     1575900  SH       Sole
Anheuser-Busch       Common    035229103     33434      471733  SH       Sole
BMC Software         Common    055921100     46163      577495  SH       Sole
Dell Computer Corp.  Common    247025109     41665      816970  SH       Sole
Fannie Mae           Common    313586109     25579      409680  SH       Sole
Freddie Mac          Common    313400301     40866      868353  SH       Sole
Hearst-Argyle        Common    422317107     19658      738364  SH       Sole
Intel Corp.          Common    458140100     58390      709381  SH       Sole
McGraw-Hill          Common    580645109     21202      344050  SH       Sole
Medtronic Inc.       Common    585055106     35151      964705  SH       Sole
Microsoft Corp.      Common    594918104     50034      428557  SH       Sole
McDonald's Corp.     Common    580135101     28101      697087  SH       Sole
Pulitzer Inc.        Common    745769109     17117      424629  SH       Sole
Reynolds & Reynolds  Common    761695105     28790     1279595  SH       Sole
Schering-Plough      Common    806605101     28384      669838  SH       Sole
Taro Pharmaceutical  Common    M8737E108      3690      254500  SH       Sole