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:
Eclipse Funds
Morris Corporate Center I, Bldg. A
300 Interpace Parkway
Parsippany, NJ 07054
2. The name of each series of 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: 811-4847
Securities Act File Number: 33-8865
4(a). Last day of fiscal year for which this Form is filed:
12/31/98
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.
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5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year pursuant to Section 24(f): $302,200,021
(ii) Aggregate price of securities redeemed or repurchased during
the fiscal year: $190,951,117
(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)]: $190,951,117
(v) Net sales--If Item 5(i) is greater than Item 5(iv) [subtract
Item 5(iv) from Item 5(i)]: $111,248,904
(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)]: $(_______________)
(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" for no fee is due): $30,927.20
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: _____________ 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): $______________
8. Total of the amount of the registration fee due plus any interest due
(line 5(viii) plus line 7): $30,927.20
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
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 date indicated.
By (Signature and Title):
/s/ Antoinette B. Cirillo
Date: March 17, 1999
Assistant Treasurer
