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): [ ]
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, 1999
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 sold during the
$3,728,968,223 fiscal year pursuant to section 24(f):
(ii) Aggregate price of securities redeemed or $3,565,117,090
repurchased 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)]:
$3,565,117,090
(v) Net sales - if Item 5(i) is greater than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]: $163,851,133
(vi) Redemption credits available for use in future years $ (- 0 -)
__ if Item 5(i) is less than Item 5(iv) [subtract Item
5(iv) from Item 5(i)]:
(vii) Multiplier for determining registration fee (See x .000278
Instruction C.9):
(viii) Registration fee due [multiply Item 5(v) by Item
5(vii)] (enter "0" if no fee is due): =$45,550.62
6. Prepaid Shares
If the response to item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933 pursuant to
rule 24e-2 as in effect before [effective date of rescission of rule 24e-2],
then report the amount of securities (number of shares or other units)
deducted here: ---------. If there is a number of shares or other units
that were registered pursuant to rule 24e-2 remaining unsold at the end of
the fiscal year for which this form is filed that are available for use by
the issuer in future fiscal years, then state that number here: ---------.
7. Interest due -- if this Form is being filed more than 90 days after
the end of the issuer's fiscal year
(see Instruction D): +$ - 0 -
8. Total of the amount of the registration fee due plus any interest
due [line 5(viii) plus line 7]: = $45,550.62
9. Date the registration fee and any interest payment was sent to
the Commission's lockbox depository:
November 19, 1999
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)*___________________________________
JOSEPH C. CURRY, JR., President
Date November 19, 1999
*Please print the name and title of the signing officer below the signature.
