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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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:
The Hudson River Trust
1345 Avenue of the Americas
New York, NY 10105
2. The 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): / X /
3. Investment Company Act File Number:
811-04185
Securities Act File Number:
2-94996
4(a). Last day of fiscal year for which this Form is filed:
December 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
sold during the fiscal year pursuant
to section 24(f): $74,089,252
(ii) Aggregate price of securities redeemed
or repurchased during the fiscal year: $80,567,592
(iii) Aggregate price of securities redeemed
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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)]: $80,567,592
(v) Net sales - if Item 5(i) is greater
than Item 5(iv) [subtract Item 5(iv)
from Item 5(i)]: $ 0
(vi) Redemption credits available for use
in future years - if Item 5(i) is less
than Item 5(iv) [subtract Item 5(iv)
from Item 5(i)]: ($6,478,340)
(vii) Multiplier for determining registration
fee (See Instruction C.9): x.000278
(viii) Registration fee due [multiply Item 5(v)
by Item 5(vii)] (enter "0" if no fee is
due): =$ 0
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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 October 11, 1997, then report the amount of
securities (number of shares or other units) deducted
here: 0.
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: 0.
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]: =$0
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9. Date the registration fee and any interest payment was
sent to the Commission's lockbox depository:
Method of Delivery:
Wire Transfer
Mail or other means Signatures
3
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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/ Andrew L. Gangolf
_____________________
Andrew L. Gangolf
Assistant Secretary
Date March 25, 1999
*Please print the name and title of the signing officer below the
signature.
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00250201.AA0
