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:
Lipper Funds, Inc.
101 Park Avenue
New York, New York 10178
____________________________________________________________________________
2. Name of each series or class of funds for which this notice
is filed:
Lipper High Income Bond Fund
Lipper U.S. Equity Fund
Prime Lipper Europe Equity Fund
____________________________________________________________________________
3. Investment Company Act File Number: 811-9108
Securities Act File Number: 33-97984
____________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
12/31/96
____________________________________________________________________________
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal
year but before termination of the issuer's 24f-2
declaration:
[ ]
____________________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-2
(a)(1), if applicable (see Instruction A.6):
None
____________________________________________________________________________
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year,
but which remained unsold at the beginning of the fiscal year:
None
____________________________________________________________________________
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
None
____________________________________________________________________________
9. Number and aggregate sale price of securities sold during
the fiscal year:
The number and aggregate sale price of securities sold
during the fiscal year were 20,247,091 and $202,839,981,
respectively. (See Schedule A attached)
____________________________________________________________________________
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
The number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2 were 20,247,091 and $202,839,981, respectively.
(See Schedule B attached)
____________________________________________________________________________
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
The number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans were 894,364 and $9,260,538,
respectively. (See Schedule C attached)
_____________________________________________________________________________
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10):
$ 202,839,981
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + 9,620,538
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 36,654,937
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable): +0
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i),
plus line (ii) less line (iii), plus line (iv))]
(if applicable): $ 175,445,582
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation
(see Instruction C.6): x 1/33 of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 53,165.33
Instruction: Issuers should complete line (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
_____________________________________________________________________________
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules
of Informal and Other Procedures (17CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: Febraury 24, 1997
_____________________________________________________________________________
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/John M. Corcoran
_____________________
John M. Corcoran, Assistant Treasurer
______________________________________
Date February 27, 1997
* Please print the name and title of the signing officer below the signature.
______________________________________________________________________________
SCHEDULE A
Number and Aggregate Sale Price of Securities sold during the Fiscal Year
Shares Price
Lipper High Income Bond Fund
Premier Shares 12,620,658 125,856,122
Retail Shares 85,832 859,030
Group Retirement 204,841 2,040,052
Plan Shares
Lipper U.S. Equity Funds
Premier Shares 1,314,210 13,521,010
Retail Shares 51,245 538,500
Group Retirement 37,774 380,652
Plan Shares
Prime Lipper Europe Equity Fund
Premier Shares 5,863,530 58,942,467
Retail Shares 52,290 533,316
Group Retirement 16,711 168,832
Plan Shares
Totals 20,247,091 202,839,981
_____________________________________________________________________________
SCHEDULE B
Number and Aggregate Sale Price of Securities sold during the Fiscal Year
in Reliance upon Registration Pursuant to Rule 24F-2
Shares Price
Lipper High Income Bond Fund
Premier Shares 12,620,658 125,856,122
Retail Shares 85,832 859,030
Group Retirement 204,841 2,040,052
Plan Shares
Lipper U.S. Equity Fund
Premier Shares 1,314,210 13,521,010
Retail Shares 51,245 538,500
Group Retirement 37,774 380,652
Plan Shares
Prime Lipper Europe Equity Fund
Premier Shares 5,863,530 58,942,467
Retail Shares 52,290 533,316
Group Retirement 16,711 168,832
Plan Shares
Totals 20,247,091 202,839,981
_____________________________________________________________________________
SCHEDULE C
Number and Aggregate Sale Price of Securities sold during the Fiscal Year
in Connection with Dividend Reinvestment Plans
Shares Price
Lipper High Income Bond Fund
Premier Shares 616,706 6,181,966
Retail Shares 1,913 19,312
Group Retirement 11,177 112,419
Plan Shares
Lipper U.S. Equity Fund
Premier Shares 55,580 635,822
Retail Shares 2,619 29,915
Group Retirement 1,953 22,310
Plan Shares
Prime Lipper Europe Equity Fund
Premier Shares 201,933 2,231,361
Retail Shares 1,879 20,769
Group Retirement 604 6,664
Plan Shares
Totals 894,364 9,260,538
____________________________________________________________________
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH WASHINGTON
36 SOUTH CHARLES STREET NEW YORK
Baltimore, Maryland 21201-3018 PHILADELPHIA
410-539-2530 EASTON
FAX: 410-539-0489
February 26, 1997
The Lipper Funds, Inc.
101 Park Avenue
New York, New York 10178
Re: 24f-2 Opinion
Dear Sirs:
We have acted as special Maryland counsel to The Lipper
Funds, Inc. (the "Fund"), in connection with the Company's filing
of a Notice pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended, for the Company's fiscal year ended
December 31, 1996. In that capacity, the Fund has requested that
we render certain opinions under paragraph (b)(1) of Rule 24f-2.
In response to such request, we have examined the
Fund's charter and by-laws, a good-standing certificate recently
issued by the Maryland State Department of Assessments and
Taxation, certificates of officers of the Fund, and such
statutes, regulations, corporate records, and documents that we
deemed necessary or advisable for purposes of the opinions set
forth below. We have also relied on the statements contained in
the Fund's Rule 24f-2 Notice for the fiscal year ended December
31, 1996 regarding the matters set forth therein. In such
examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals,
and the conformity with originals of all documents submitted to
us as copies.
On the basis of the foregoing and of such other legal
considerations that we deemed relevant, and limited in all
respects to applicable Maryland law, we are of the opinion and
advise you as follows:
1. The Fund is a corporation duly incorporated,
validly existing and in good standing under the laws of the
State of Maryland; and
2. The 20,247,091 shares of Common Stock of the
Fund, par value $.001 per share, reported by the Company to
have been issued during its fiscal year ended December 31,
1996, were legally issued, fully paid and nonassessable.
This opinion is intended solely for the benefit and use
of the party to whom it is addressed and may not be used by any
other person without the prior written consent of Piper & Marbury
L.L.P., provided that we consent to the filing of this opinion
with the Securities and Exchange Commission together with the
Rule 24f-2 Notice referred to above.
Very truly yours,
/s/ Piper & Marbury L.L.P.
