BATTERY PARK FUNDS INC
24F-2NT, 1998-12-28
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

                                        Read  instructions at end of Form before
preparing Form.
                              Please print or type.

1.       Name and address of issuer:
                            Battery Park Funds, Inc.
                               Federated Investors
                            Federated Investors Tower
                       Pittsburgh, Pennsylvania 15222-3779
2.       The name of each series or class of  securities  for which this Form 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  or
         classes):
          [  ]



3.       Investment Company Act File Number:           811-7675


         Securities Act File Number:                   33-7805





4(a). Last day of fiscal year for which this Form is filed: September 30, 1998



4(b).[ ] 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 Form is being filed late,  interest must be paid on the registration
     fee due.




4(c).  [ ] Check box if this is the last  time the  issuer  will be filing  this
Form.






<PAGE>


5. Calculation of registration fee:

         (i)      Aggregate sale price of securities sold during
                  the fiscal year pursuant to section 24(f):    $7,857,125
                                                                 ---------

         (ii)     Aggregate price of securities redeemed or
                  repurchased during the fiscal year:           $636,250

         (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)]:                                  --$636,250

         (v) Net sales -- if Item 5(i) is greater than Item 5(iv)
                  [subtract Item 5(iv) from Item 5(i)]:       $7,220,875
                                                              ---------

         (vi)     Redemption credits available for use in future years
                  -- if Item 5(i) is less than Item 5(iv) [subtract
                  Item 5(iv) from Item 5(i)]:                   $(0)
                                                                 ---

         (vii)    Multiplier for determining registration fee
                  (See Instruction C.9):                  x    0.000278

         (viii) Registration fee due [multiply Item 5(v) by Item
                  5(vii)] (enter "0" if no fee is due):      =$2,007
                                                              -----
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  [effective  date  of
         rescisison of rule 24e-2], 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,
         then 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):
         +$------------
8.       Total of the amount of the registration fee due plus any interest due 
         [line 5(viii) plus
         line 7]:                                             =$2,007
                                                               -----

9.       Date the registration fee and any interest payment was sent to the 
         Commission's lockbox depository:  December 28, 1998
                                                               -----------------
         Method of Delivery:
                  [X]      Wire Transfer
                  [   ]    Mail or other means




<PAGE>



                                   SIGNATURES


This Form 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)*                                             CW


                           Richard J. Thomas, Treasurer    

Date:


*    Please print the name and title of the signing officer below the signature.



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