U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
Hansberger Institutional Series
515 East Olas Boulevard, Suite 1300
Fort Lauderdale, Florida 33301
_____________________________________________________________________________
2. Name of each series or class of funds for which this notice is
filed:
Hansberger International Fund
Hansberger Emerging Markets Fund
Hansberger Foreign Small Cap Fund
Hansberger All Countries Fund
_______________________________________________________________________________
3. Investment Company Act File Number: 811-7729
Securities Act File Number: 333-8919
_______________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
12/31/96
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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 941,461 and $9,526,395, respectively.
_______________________________________________________________________________
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 941,461 and $9,526,395, respectively.
_______________________________________________________________________________
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 0 and $0, respectively.
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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): $9,526,395
(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): -0
(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):
$9,526,395
(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)]: $2,887
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: February 20, 1997
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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/ Karl O. Hartmann
_____________________
Karl O. Hartmann, Assistant Secretary
_____________________________________
Date February 24, 1997
_________________
* Please print the name and title of the signing officer below the signature.
______________________________________________________________________________
[TEXT]
[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]
February 19, 1997
Hansberger Institutional Series
515 East Las Olas Boulevard
Suite 1300
Fort Lauderdale, FL 33301
Re: Hansberger Institutional Series
Ladies and Gentlemen:
Hansberger Institutional Series (the "Trust") is a business trust
organized under the laws of the Commonwealth of Massachusetts
with its principal place of business in Fort Lauderdale, Florida.
The Trust is an open-end diversified management investment
company registered with the Securities and Exchange Commission
(the "Commission") under the Investment Company Act of 1940 (the
"1940 Act"), which consists of four separate investment
portfolios. This opinion relates to shares of the International
Fund, Emerging Markets Fund, Foreign Small Cap Fund and All
Countries Fund, without par value, sold in reliance upon Rule 24f-
2 during its fiscal year ended December 31, 1996, the
registration of which is made definite by the filing of the
attached Notice.
We have reviewed all proceedings taken by the Trust in connection
with the offer and sale of the shares, which were offered under a
Prospectus included as part of the Trust's Registration Statement
on Form N-1A and was filed with the Commission under the Securities
Act of 1933 and the 1940 Act.
We are of the opinion that such shares, when sold and issued in
return for the payment described in the Fund's Registration
Statement, were legally issued, fully paid and non-assessable by
the Fund.
Very truly yours,
/s/Morgan, Lewis & Bockius LLP
cc: Mr. Thomas L. Hansberger
