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 HENNESSY FUNDS, INC.
750 Grant Avenue, Suite 100
NOVATO, CA 94945
Name of each series or class of funds for which this notice is
filed:
Class A Common Stock, Par Value $.0001 Per Share
3. Investment Company Act File Number:
811-7493
Securities Act File Number:
333-00227
4. Last day of fiscal year for which this notice is filed:
JUNE 30, 1996
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):
NOT APPLICABLE
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:
0
8. Number and amount of securities registered during the fiscal
year other than pursuant to
rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the
fiscal year:
NUMBER: 674,872 shares
AMOUNT: $6,779,173
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
NUMBER: 674,872 shares
AMOUNT: $6,779,173
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):
NUMBER: 0
AMOUNT: $0
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):
$6,779,173
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item
11, if applicable):
+$0
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if
applicable):
-$4,340
(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):
$6,774,833
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other
applicable law or regulation (see
Instruction C.6):
x1/2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$2,336
Instruction: Issuers should complete lines (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 (17 CFR
202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
AUGUST 27, 1996
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/ Neil J. Hennessy______
President
Date August 27, 1996
*Please print the name and title of the signing officer below
the signature.
secform3.txt
EXHIBIT A
THE HENNESSY FUNDS, INC.
CALCULATION OF REGISTRATION FEE
NUMBER OF SHARES SOLD (A):
Class A Common Stock 674,872
AGGREGATE SALES PRICE OF PORTFOLIO SECURITIES SOLD IN RELIANCE
UPON 24F-2 (IN DOLLARS) (B):
Class A Common Stock $6,779,173
SHARES ISSUED IN CONNECTION WITH DIVIDEND REINVESTMENT PLAN (C):
Class A Common Stock 0
SALES PRICE OF SECURITIES ISSUED IN CONNECTION WITH DIVIDEND
REINVESTMENT PLAN (D):
Class A Common Stock $0
AGGREGATE REDEMPTION PRICE OF PORTFOLIO SECURITIES REDEEMED
DURING FISCAL YEAR (E):
Class A Common Stock $4,340
AGGREGATE SALES PRICE OF PORFOLIO SECURITIES ON WHICH FEE WILL
BE BASED [(B) + (D) - (E)]
Class A Common Stock $6,774,833
F O L E Y & L A R D N E R
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER
SAN DIEGO JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN
FRANCISCO LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367
TALLAHASSEE MADISON TELEPHONE (414) 271-2400
TAMPA ORLANDO FACSIMILE (414)
297-4900 WASHINGTON, D.C. SACRAMENTO
WEST PALM BEACH
WRITER'S DIRECT LINE
August 29, 1996
The Hennessy Funds, Inc. The Courtyard Square 750 Grant Avenue,
Suite 100 Novato, California 94945
Gentlemen:
We have acted as counsel for you in connection with
the preparation of a Registration Statement on Form N-1A and
amendments thereto relating to the sale by you of an indefinite
amount of The Hennessy Funds, Inc. Common Stock, $.0001 par
value (such Common Stock being hereinafter referred to as the
"Stock"), in the manner set forth in the Registration Statement.
In this connection, we have examined: (a) the Registration
Statement on Form N-1A and all amendments thereto; (b) the Rule
24f-2 Notice for The Hennessy Funds, Inc. dated August 28, 1996;
(c) corporate proceedings relative to the authorization for
issuance of shares of the Stock; and (d) such other proceedings,
documents and records as we deemed necessary to enable us to
render this opinion.
Based on the foregoing, we are of the opinion that the
shares of Stock sold in the fiscal year ended June 30, 1996 in
reliance upon registration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and in the manner set forth in
the Registration Statement were legally issued, fully paid and
nonassessable. We have not examined the stock register books of
The Hennessy Funds, Inc. In opining that the shares of Stock
sold in the fiscal year ended June 30, 1996 were fully paid, we
have relied upon a certificate of an officer of The Hennessy
Funds, Inc. as to the consideration received for such shares.
We hereby consent to the use of this opinion in
connection with the filing of the Rule 24f-2 Notice for The
Hennessy Funds, Inc. for its fiscal year ended June 30, 1996.
In giving this consent, we do not admit that we are experts
within the meaning of Section 11 of the
Securities Act of 1933, as amended, or within the category of
persons whose consent is required by Section 7 of said Act.
Very truly yours,
FOLEY & LARDNER
