U.S. 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.
1. Name and address of issuer:
HILLIARD-LYONS GOVERNMENT FUND, INC.
2. 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): [ ]
Common Stock
3. Investment Company Act File Number: 811-3070
Securities Act File Number: 2-68290
4(a). Last day of fiscal year for which this Form is filed:
August 31, 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.
5. Calculation of registration fee:
(i) Aggregate sale price of securities $3,016,540,028
sold during the fiscal year
pursuant to section 24(f):
(ii) Aggregate price of securities
redeemed or repurchased $2,658,654,048
during the fiscal year:
(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)]: $2,658,654,047
(v) Net sales - if Item 5(i) is greater
than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]: $357,885,980
(vi) Redemption credits available $ (- 0 -)
for use in future years __
if Item 5(i) is less than
Item 5(iv) [subtract Item 5(iv) from Item 5(i)]:
(vii) Multiplier for determining registration fee x .000278
(See Instruction C.9):
(viii) Registration fee due [multiply
Item 5(v) by Item 5(vii)]
(enter "0" if no fee is due): =$99,492.30
6. Prepaid Shares
If the response to item 5(i) was determined by deducting
an amount of securities that were registered under the
Securities Act of 1933 pursuant to rule 24e-2 as in effect
before [effective date of rescission of rule 24e-2], then report
the amount of securities (number of shares or other units)
deducted here: ---------. If there is a number of shares
or other units that were registered pursuant to rule 24e-2
remaining unsold at the end of the fiscal year for which this
form is filed that are available for use by the issuer in future
fiscal years, then state that number here: ---------.
7. Interest due -- if this Form is being filed more than 90 days
after the end of the issuer's fiscal year (see Instruction D):
+$ - 0 -
8. Total of the amount of the registration fee due plus any interest
due [line 5(viii) plus line 7]:
= $99,492.30
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
November 20, 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 dates indicated.
By (Signature and Title)*______________________________________
DIANNA P. WENGLER
Vice President & Treasurer
Date November 23, 1998____________
*Please print the name and title of the signing officer below the signature.
