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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:
Growth Equity Fund Common Stock Quality Bond Fund Common Stock
Value Equity Fund Common Stock High Yield Bond Fund Common Stock
Small Capitalization Fund Common Stock Money Market Fund Common Stock
International Equity Fund Common Stock Flexibly Managed Fund Common Stock
______________________________________________________________________________
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, 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
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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
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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
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
Aggregate Number of Shares of All Funds: 2,290,660
Aggregate Sales Price of Shares of All Funds: $39,009,794
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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:
Aggregate Number of Shares of All Funds: 2,290,660
Aggregate Sales Price of Shares of All Funds: $39,009,794
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
Number and aggregate sale price of securities under dividend reinvestment is
included in Item 9.
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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):
$ 39,009,794
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ N/A
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(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):
- 10,848,932
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(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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(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):
$ 28,160,862
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see Instruction C.6):
x 1/3,300
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 8,533.60
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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).
[_]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
January 23, 1997
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
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James D. Benson
Manager, Financial Reporting
Date: February 11, 1997
* Please print the name and title of the signing officer below the signature.
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[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]
February 11, 1997
Penn Series Funds, Inc.
600 Dresher Road
Horsham, Pennsylvania 19044
Re: Rule 24f-2 Notice for Penn Series Funds, Inc. (the "Company")
(File Nos. 2-77284 and 811-3459)
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Gentlemen:
Penn Series Fund, Inc. (the "Company") is a corporation organized under the laws
of the State of Maryland with its principal place of business in Horsham,
Pennsylvania. The Company 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
Company in reliance upon Rule 24f-2 during the fiscal year ended December 31,
1996, the registration of which is made definite by the filing of the attached
Notice.
We have reviewed all proceedings taken by the Company 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 Company'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 Company'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
