Annual Notice of Securities Sold Pursuant to Rule 24F-2
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:
Penn Series Funds, Inc.
600 Dresher Road
Horsham, Pennsylvania 19044
_________________________________________________________________
2. Name of each series or class of funds for which this
notice is filed:
See attached Tables A, B and C
_________________________________________________________________
3. Investment Company Act File Number: 811-3459
Securities Act File Number: 2-77284
_________________________________________________________________
4. Last day of fiscal year for which this notice is
filed:
December 31, 1995
_________________________________________________________________
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 [ ]
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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:
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:
36,556,379 shares at $194,675,801*
* During the fiscal year, Penn Series sold its shares
to unregistered separate accounts of The Penn Mutual
Life Insurance Company ("Penn Mutual"), in reliance
upon registration pursuant to Rule 24f-2. For each
series, Table A, which is attached to this Rule 24f-
2 Notice, shows the number and aggregate price of
securities sold, the number and aggregate price of
securities redeemed, the net number and net
aggregate price of securities sold, and the
registration fees. During the fiscal year, Penn
Series also sold its shares to registered separate
accounts of Penn Mutual (Penn Mutual Variable
Account III-File No. 2-77283, Penn Mutual Variable
Life Account I - file No. 33-87276 and File No. 33-
54662, and PIA Variable Account I - file No. 33-
83120). Concurrent with the filing of this Rule
24f-2 Notice, Penn Mutual is filing Rule 24f-2
Notices on behalf of the registered separate
accounts and is paying registration fees under Rule
24f-2 with respect to sales of securities of the
registered separate accounts which relate to the
sales of each series by Penn Series to the
registered separate account. Table B, which is
attached to this Rule 24f-2 Notice, shows for each
series of Penn Series sold to the registered
separate accounts during the fiscal year (relating
to the sales of securities of the registered
separate accounts), the number and aggregate price
of the securities sold, the number and aggregate
price of the securities redeemed and the net
securities sold and the net aggregate price of the
securities sold. Table C, which is attached to this
Rule 24f-2 Notice, shows for each series of Penn
Series the aggregate number of shares and sales
price of shares sold to registered and unregistered
separate accounts of Penn Mutual.
_________________________________________________________________
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10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
2,757,665 shares at $41,778,850
_________________________________________________________________
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):
Included in Item 9 above
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):
$41,778,850
_________________
(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 during the fiscal year (if
applicable):
- $12,771,153
_________________
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule 24e-2
(if applicable):
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+ 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):
$29,007,696
_________________
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6):
x 1/2,900
_________________
(vii) Fee due {line (i) or line (v) multiplied
by line (vi)}:
$ 10,002.65
_________________
_________________
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.
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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 28, 1996
SIGNATURES
This report has been signed by the following person on behalf of
the issuer and in the capacities and on the date indicated.
By (Signature and Title)* /s/ James D. Benson
James D. Benson
Manager, Financial Reporting
Date 2/29/96
* Please print the name and title of the signing officer below
the signature.
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<TABLE>
"TABLE A" 02/28/96
Unregistered
Products Only
RULE 24F-2 FOR PENN SERIES FUNDS, INC.
FOR THE YEAR ENDED 12/31/95
<CAPTION>
FILE NO. 2-35305 TOTAL
MONEY QUALITY HIGH YIELD GROWTH VALUE FLEXIBLY INTERNATIONAL SMALL PENNSERIES
MARKET BOND BOND EQUITY EQUITY MANAGED EQUITY CAPITALIZATION FUNDS,INC.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SHARES SOLD 0 0 133,840 29,380 668,402 1,233,978 471,565 220,502 2,757,665
(INCLUDING REINVEST)
AGGREGATE PRICE OF
SHARES SOLD $0 $0 $1,150,311 $588,070 $10,082,072 $21,190,980 $6,603,927 $2,163,490 41,778,850
SHARES REDEEMED 0 0 (52,458) (9,195) (245,823) (252,366) (258,130) (9) (817,982)
AGGREGATE PRICE OF
SHARES REDEEMED $0 $0 ($461,120) ($183,320) ($3,866,347) ($4,467,963) ($3,792,307) ($98) (12,771,153)
NET SHARES SOLD 0 0 81,381 20,185 422,578 981,612 213,434 220,493 1,939,683
NET AGGREGATE PRICE $0 $0 $689,192 $404,750 $6,215,725 $16,723,017 $2,811,620 $2,163,392 $29,007,696
-------------------------------------------------------------------------------------------------------------
REGISTRATION FEE $0.00 $0.00 $237.65 $139.57 $2,143.35 $5,766.56 $969.52 $746.00 $10,002.65
</TABLE>
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<TABLE>
TABLE B" 02/28/96
Registered Products Only
RULE 24F-2 FOR PENN SERIES FUNDS, INC. FOR
THE YEAR ENDED 12/31/95
FILE NO. 2-35305
<CAPTION>
TOTAL
PENN
MONEY QUALITY HIGH YIELD GROWTH VALUE FLEXIBLY INTERNATIONAL SMALL SERIES
MARKET BOND BOND EQUITY EQUITY MANAGED EQUITY CAPITALIZATION FUNDS,INC.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SHARES SOLD 25,495,941 715,599 835,943 872,035 1,494,658 3,542,022 617,495 168,054 33,741,747
(INCLUDING
REINVEST)
AGGREGATE PRICE OF
SHARES SOLD $25,495,941 $7,274,567 $7,193,406 $17,682,475 $23,524,504 $60,831,586 $8,422,791 $2,471,680 $152,896,951
SHARES REDEEMED (17,189,703) (465,113) (639,275) (487,954) (336,246) (390,141) (593,559) (4,511) ($20,106,501)
AGGREGATE PRICE OF
SHARES REDEEMED (17,189,703) (4,638,283) (5,469,940) (10,185,629) (5,183,910) (6,720,792) (7,828,085) (55,155) ($57,271,497)
NET SHARES SOLD 8,306,238 250,486 196,668 384,081 1,158,412 3,151,882 23,936 163,543 $13,635,246
NET AGGREGATE $8,306,238 $2,636,284 $1,723,466 $7,496,846 $18,340,594 $54,110,795 $594,706 $2,416,524 $95,625,453
PRICE
--------------------------------------------------------------------------------------------------------------
REGISTRATION FEE $2,864.22 $909.06 $594.30 $2,585.12 $6,324.34 $18,658.89 $205.07 $833.28 $32,974.29
</TABLE>
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<TABLE>
PENN SERIES TABLE C
<CAPTION>
Fund Shares Purchased Shares Redeemed Net Share Activity
<S> <C> <C> <C>
Money Market 25,495,941 17,189,703 8,306,238
Quality Bond 715,599 465,113 250,487
High Yield Bond 969,783 691,733 278,049
Growth Equity 901,415 497,149 404,267
Value Equity 2,163,059 582,069 1,580,990
Flexibly Managed 4,776,000 642,507 4,133,493
International Equity 1,089,059 851,689 237,370
Small Capitalization 445,522 5,147 440,375
-------------------------------------------------------------
Aggregate Penn Series 36,556,379 20,925,110 15,631,269
</TABLE>
<TABLE>
<CAPTION>
Fund Purchases Redemptions Net Activity
<S> <C> <C> <C>
Money Market 25,495,941 17,189,703 8,306,238
Quality Bond 7,274,567 4,638,283 2,636,284
High Yield Bond 8,343,718 5,931,060 2,412,658
Growth Equity 18,270,545 10,368,948 7,901,597
Value Equity 33,606,576 9,050,257 24,556,319
Flexibly Managed 82,022,567 11,188,754 70,833,812
International Equity 15,026,718 11,620,391 3,406,326
Small Capitalization 4,635,170 55,253 4,579,917
-----------------------------------------------------------
Aggregate Penn Series 194,675,801 70,042,649 124,633,151
</TABLE>
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{LETTERHEAD OF MORGAN, LEWIS & BOCKIUS}
February 29, 1996
Penn Series Funds, Inc.
600 Dresher Road
Horsham, Pennsylvania 19044
Re: Rule 24f-2 Notice for Penn Series Funds, Inc. (The "Fund")
(File Nos. 2-77284 and 811-3459)
Ladies and Gentlemen:
Penn Series Funds, Inc. (the "Fund") is a corporation organized
under the laws of the State of Maryland with its principal place of
business in Horsham, Pennsylvania. The Fund 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"). This opinion
relates to shares of common stock, par value $.10 per share, sold
by the Fund in reliance upon Rule 24f-2 during the fiscal year
ended December 31, 1995, the registration of which is made definite
by the filing of the attached Notice.
We have reviewed all proceedings taken by the Fund in connection
with the offer and sale of the shares of common stock, par value
$.10 per share, which have been offered under Prospectuses included
as part of the Fund's Registration Statement on Form N-1A, as
amended to the date hereof, which has been filed with the
Commission under the Securities Act of 1933 and the 1940 Act
(collectively, the "Registration Statement").
We are of the opinion that such shares of common stock, 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. James D. Benson
