<PAGE>
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.
PLEASE PRINT OR TYPE.
______________________________________________________________________________
1. Name and address of issuer:
Hartford Stock Fund, Inc.
Hartford Plaza
Hartford, CT 06115
______________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
______________________________________________________________________________
3. Investment Company Act File Number: 811-2630
Securities Act File Number: 2-57609
______________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
______________________________________________________________________________
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:
N/A / /
______________________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
N/A
_______________________________________________________________________________
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:
N/A
______________________________________________________________________________
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
N/A
______________________________________________________________________________
9. Number and aggregate sale price of securities sold during the fiscal year:
22,214 / 97,769
_____________________________________________________________________________
<PAGE>
______________________________________________________________________________
10. Number and aggregate sale price of securities sold during the fiscal
year:
22,214 / 97,769
______________________________________________________________________________
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):
N/A
______________________________________________________________________________
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during $97,769
the fiscal year in reliance on rule 24f-2 ___________________
(from Item 10):
(ii) Aggregate price of shares issued in connection +
with dividend reinvestment plans (from Item 11, ___________________
if applicable):
(iii) Aggregate price of shares redeemed or repurchased - $577
during the fiscal year (if applicable): ___________________
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing +
fees pursuant to rule 24e-2 (if applicable): ___________________
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 $97,192
line (i), plus line (ii), less line (iii), plus ___________________
line (iv) (if applicable):
(vi) Multiplier prescribed by Section 8(b) of the x 1/3300
Securities Act of 1933 or other applicable law or ___________________
regulation (see instruction C.8):
(vii) Fee due (line (i) or line (v) multiplied by = $29.45
line (vi)):
===================
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (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 (17 CFR 202.3a).
/X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 20, 1997
_______________________________________________________________________________
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/ Greg Bubnash
------------------------------------
Greg Bubnash
Assistant Director
Date February 10, 1997
-----------------
*Please print the name and title of the signing officer below the signature.
_______________________________________________________________________________
<PAGE>
ITT Hartford Group, Inc.
Hartford Plaza
Hartford, CT 06115
February 10, 1997
Hartford Stock Fund, Inc.
Hartford Plaza
Hartford, CT 06115
Gentlemen:
I have examined the Articles of Incorporation of Hartford Stock Fund, Inc.
(hereafter referred to as "Fund"); the By-Laws of the Fund; documents evidencing
various pertinent corporate proceedings; and such other things considered to be
material to determine the legality of the sale of the authorized but unissued
shares of the Fund's stock. Based upon my examination, it is my opinion that
the Fund is a validly organized and existing corporation of the State of
Maryland and it is legally authorized to issue up to 2 billion shares of common
stock of a par value of ten cents (10 CENTS) per share, at prices determined as
described in the Fund's currently effective Prospectus, when such shares are
properly registered under all applicable federal and state securities laws.
During the fiscal year ended December 31, 1996, all of the Fund's shares were
registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended.
Based upon the foregoing, it is my opinion that the Fund's shares were, when
issued for cash consideration as described in the Fund's currently effective
prospectus, validly issued, fully paid and nonassessable stock of the Fund.
I hereby consent to the inclusion of this Opinion as an Exhibit to the Rule
24f-2 Notice (1996) of Hartford Stock Fund, Inc.
Very truly yours,
/s/ Kevin J. Carr
Kevin J. Carr
Counsel
