SMITH HAYES TRUST INC
24F-2NT, 1997-08-27
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2

             Annual Notice of Securities Sold Pursuant to Rule 24f-2


1.       Name and address of issuer:

               SMITH HAYES Trust, Inc.

2.       Name of each series or class of the  funds  for  which  this  notice is
         filed:

               Capital Builder Fund
               Convertible Fund
               Government/Quality Bond Fund
               Small Cap Fund
               Nebraska Tax-Free Fund
               Institutional Money Market Fund

3.       Investment Company Act File Number:

               811-5463

         Securities Act File Number:

               33-19894

4.       Last day of fiscal year for which this notice is filed:

               June 30, 1997

5.       Check box if this  notice  is  being filed more than 180 days after the
         closed 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:
         
                [  ]

6.       Date of termination of issuer's declaration under rule 24f-2 (a)(l):

               Not applicable

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 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:

               71,554,942.196 and $92,250.131

10.      Number and aggregate sale price of securities sold during the fiscal 
         year in reliance upon registration pursuant to rule 24f-2:

               71,554,942.196 and $92,250.131

<PAGE>

11.      Number and aggregate sale  price of securities issued during the fiscal
         year in connection with dividend and reinvestment plans, if applicable:

               2,360,530.375 and $5,285,108


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):

                                                                     $92,250,131

         (ii)     Aggregate  price of shares issued in connection  with dividend
                  reinvestment plans (from item 11):

                                                                      $5,285,108

         (iii)    Aggregate   price of shares redeemed or repurchased during the
                  fiscal year:

                                                                    $117,110,214

         (iv)     Aggregate   price  of  shares   redeemed  or  repurchased  and
                  previously  applied as a reduction to filing fees  pursuant to
                  rule 24e-2:

                                                                         none
                                        
         (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):
                    
                                                                   ($19,574,975)


         (vi)     Multiplier prescribed by Section 6(b) of the Securities Act of
                  1933 or other applicable law or regulation:
    
                                                                          1/2900


         (vii)     Fee due [line (i) or line (v) multiplied by line (vi)]:

                                                                              $0

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 (17CFR 202.3a.

                    [x]

         Date of mailing or wire  transfer  of filing  fees to the  Commission's
         lockbox depository:

                    August 27, 1997



                                   SIGNATURES

This  report has been  signed  below by the  following  persons on behalf of the
issuer and in the capacities and of the dates indicated.


By-/s/ Thomas C. Smith-----------------

Title-Chairman-------------------------

Date--August 27, 1997------------------

                  CLINE, WILLIAMS, WRIGHT, JOHNSON & OLDFATHER
                                    LAW FIRM
                          1900 FIRSTIER BANK BUILDING
                             LINCOLN, NE 68508-2095
                                  402-474-6900



August 22, 1997



SMITH HAYES Trust, Inc.
500 Centre Terrace
1225 L Street
Lincoln, NE 68508

      Re:   Registration of Securities Pursuant to Rule 24f-2


Ladies and Gentlemen:

      Our opinion has been  requested in  connection  with the  registration  of
shares of SMITH HAYES Trust, Inc. (the "Fund"), pursuant to Rule 24f-2 under the
Investment  Company  Act of 1940.  We have  conducted  such  legal  and  factual
inquiries as we have deemed necessary under the  circumstances.  Based upon such
inquiries,  all shares  sold by the Fund  during the fiscal  year ended June 30,
1997 were legally issued, fully paid and nonassessable.

      We consent to the filing of this opinion in connection  with the notice to
be filed with the Securities and Exchange Commission pursuant to Rule 24f-2.

                                          Very truly yours,


                                          /s/ John C. Miles
                                          John C. Miles
                                          For the Firm





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