HARDING LOEVNER FUNDS INC
24F-2NT/A, 1999-01-25
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                                   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: 10/31/98



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):   $50,311,421  (ii)  Aggregate  price  of
         securities redeemed or repurchased during the fiscal year:
                                    $130,284,577
         (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): ($79,973,156)
         (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):  .000278 (viii)  Registration fee due [multiply Item 5(v) by Item
         5(vii)] (enter "0" if no fee is due): $0
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

8.  Total of the amount of the registration fee due plus any interest due 
(line 5(viii) plus line 7]: $0

9.       Date the registration fee and any interest payment was sent to the 
Commission's lockbox depository:  Not Applicable



Method of Delivery:            [   ]   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 25, 1999


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  3,317,191  shares of its
International  Equity Portfolio Stock,  463,280 shares of its Multi-Asset Global
Portfolio  Stock,  and 131,148 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, 1998,  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 1,903,641  shares of its Global
Equity Portfolio Stock,  28,070,832 shares of its International Equity Portfolio
Stock, and 554,503 shares of its Multi-Asset  Global Portfolio Stock outstanding
on October 31, 1998, and I do hereby further  certify that at no time during the
fiscal year ended October 31, 1998 did the Company have in excess of 500,000,000
shares of its Global Equity  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 25th day of January, 1999.


                                                     /s/ William E. Vastardis
                                                         William E. Vastardis
                                                         Secretary



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