Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Harding, Loevner Funds, Inc.
600 Fifth Avenue, 26th Floor
New York, NY 10020
2. Name of each series or class of funds for which this notice is filed:
(If the form is being filed for all series and classes of securities
of the issuer, check the box but do not list series of classes):
X
3. Investment Company Act File Number: 811-7739
Securities Act File Number: 333-09341
4a. Last day of fiscal year for which this notice is filed: 10/31/97
4b. Check box if this Form is being filed late (i.e., more than
90 calendar days after the end of the issuer's fiscal year).
(See Instruction A.2)
Note: If the firm is being filed late, interest must be paid on the
registration fee due.
4c. Check box if this is the last time the issuer will be filing
this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year pursuant to section 24(f): $271,444,926
(ii) Aggregate price of securities redeemed or repurchased during
the fiscal year: $59,641,697
(iii) Aggregate price of securities redeemed or repurchased during
any prior fiscal year ending no earlier than October 11,
1995 that were not previously used to reduce registration
fees payable to the Commission: $0
(iv) Total available redemption credits (add Items 5(ii) and
5(iii): $0
(v) Net Sales- if Item 5(i) is greater than Item 5(iv) [subtract
Item 5(iv)from Item 5(i): $211,803,229
(vi) Redemption credits available for use in future years- if
Item 5(i) is less than 5(iv) [subtract Item 5(iv) from Item
5(i): $0
(vii) Multiplier for determining registration fees (See
Instruction C.9): .000295
(viii) Registration fee due [multiply Item 5(v) by Item 5(vii)]
(enter "0" if no fee is due): $62,481.95
6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933 pursuant to
rule 24e-2 as in effect before October 11, 1997, then report the amount of
securities (number of shares or other units) deducted here: $0
- -If there is a number of shares or other units that were registered pursuant to
rule 24e-2 remaining unsold at the end of the fiscal year for which this form
is filed that are available for use by the issuer in future fiscal years, the
state that number here: $0
7. Interest Due- if this Form is being filed more than 90 days after the
end of the issuer's fiscal year (see Instruction D): $0
(i) Total of the amount of the registration fee due plus any interest due
(line 5(viii) plus line 7]: $62,481.95
8. 9. Date the registration fee and any interest payment was sent
to the Commission's lockbox depository: January 23, 1998
Method of Delivery: X Wire Transfer
Mail or other means
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dated indicated.
Date: January 26, 1998
By /s/ William E. Vastardis
William E. Vastardis
Secretary
HARDING, LOEVNER FUNDS, INC.
Certificate of Secretary
I, William E. Vastardis, do hereby certify that I am the
Secretary of Harding, Loevner Funds, Inc., a Maryland corporation
(the "Company"), and, in connection with the filing on behalf of the
Company of a Rule 24f-2 Notice, as such term is defined in the
Investment Company Act of 1940, as amended, and the preparation by
Dechert Price and Rhoads, as counsel to the Company, of a legal
opinion to accompany the Rule 24f-2 Notice, I do hereby further
certify that the Company sold the following total of shares which
include shares sold through dividend reinvestment: the Company sold
a total of 12,052,506 shares of its International Equity Portfolio
Stock, 459,587 shares of its Multi-Asset Global Portfolio Stock, and
3,470,453 shares of its Global Equity Portfolio Stock, all having a
par value of $.001 per share (collectively, the "Shares"), during the
fiscal year ended October 31, 1997, for which the Company received
payment in full of cash consideration in excess of par value prior to
the issuance of the Shares in accordance with the resolutions
authorizing their sale, I do hereby further certify that the Company
had a total of 3,470,453 shares of its Global Equity Portfolio Stock,
32,837,637 shares of its International Equity Portfolio Stock, and
459,587 shares of its Multi-Asset Global Portfolio Stock outstanding
on October 31, 1997, and I do hereby further certify that at no time
during the fiscal year ended October 31, 1997 did the Company have in
excess of 500,000,000 shares of its Global Equity Portfolio Portfolio
Stock issued or outstanding, nor did it have in excess of 500,000,000
shares of its International Equity Portfolio Stock, nor did it have
in excess of 500,000,000 shares of its Multi-Asset Global Portfolio
stock outstanding.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the
Company this 26th day of January, 1998.
/s/William E. Vastardis
William E. Vastardis
Secretary
