U.S. SECURITIES & 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: The Hanover Funds, Inc.
237 Park Avenue
New York, NY 10017
2. Name of each series or class of funds for which this notice is filed:
The U.S. Treasury Money Market Fund
The Government Money Market Fund
The Cash Management Fund
The Tax Free Money Market Fund
The New York Tax Free Money Market Fund
3. Investment Company Act File Number: 811-5668
Securities Act File Number: 33-24753
4. Last day of fiscal year for which this notice is filed: May 3, 1996
5. Check box if this notice is being filed more than 180 days
after the close of 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)(1), if applicable:
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 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:
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Shares Amount
______________ ______________
The U.S. Treasury Money Market Fund 6,326,101,743 $6,326,101,743
The Government Money Market Fund 7,016,390,211 7,016,390,211
The Cash Management Fund 5,190,715,953 5,190,715,953
The Tax Free Money Market Fund 571,557,293 571,557,293
The New York Tax Free Money Market Fund 368,811,866 368,811,866
______________ _______________
19,473,577,066 $19,473,577,066
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
The Hanover Funds, Inc. 19,473,577,066 $19,473,577,066
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
The U.S. Treasury Money Market Fund 17,868,806 $17,868,806
The Government Money Market Fund 19,948,346 19,948,346
The Cash Management Fund 19,538,075 19,538,075
The Tax Free Money Market Fund 1,936,834 1,936,834
The New York Tax Free Money Market Fund 1,893,450 1,893,450
61,185,511 $61,185,511
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):
$19,473,577,066
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): 61,185,511
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): 24,952,263,890
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable): 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)): (5,417,501,313)
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation: 1/29th of 1%
(vii) Fee due line ((i) or line (v) multiplied by line (vi)):
no fee due
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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:
_______________________________________________
SIGNATURES
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/ Donald E. Brostrom
Donald E. Brostrom, Asst. Treasurer
Date June 27, 1996
VENABLE, BAETJER AND HOWARD, LLP
Two Hopkins Plaza
Baltimore, Maryland 21201
June 27, 1996
The Hanover Funds, Inc.
237 Park Avenue
New York, NY 10017
Re: The Hanover Funds, Inc.
Ladies and Gentlemen:
We understand that The Hanover Funds, Inc., a Maryland
corporation (the "Company"), is about to file a Rule 24f-2 Notice with the
Securities and Exchange Commission (the "SEC") pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, making definite the registration of
6,343,970,549 shares of The U.S. Treasury Money Market Fund, 7,036,338,557
shares of The Government Money Market Fund, 5,210,254,028 shares of The Cash
Management Fund, 573,494,127 shares of The Tax Free Money Market Fund, and
370,705,316 shares of The New York Tax Free Money Market Fund, all with a par
value of $.001 per share (collectively, the "Shares"), of the Company sold
pursuant to Rule 24f-2 during the period beginning December 1, 1995 and ending
May 3, 1996.
We have acted as special Maryland counsel for the Company and
have examined its Charter and Bylaws and the Prospectus and Statement of
Additional Information included in its Registration Statement on Form N-1A, as
amended (the "Prospectus"), and have examined and relied upon such corporate
records of the Company and other documents and certificates as to factual
matters as we deem necessary for the purpose of this opinion.
We have relied on a certificate of an officer of the Company that
(i) the number of Shares of each class of the Company issued and outstanding at
any time during the period beginning December 1, 1995 and ending May 3, 1996
did not exceed the number of Shares of each of the classes, respectively,
authorized in the Company's Charter, and (ii) the Company or its authorized
agent received the authorized payment for the Shares and the Shares were issued
in accordance with the terms described in the Prospectus. We have also
assumed, without independent verification, the genuineness of signatures on,
and the authenticity of, all documents furnished to us and the conformity of
copies to the originals.
Based upon the foregoing, we are of the opinion that the Shares,
when issued, were validly and legally issued and fully paid and nonassessable
under the laws of the State of Maryland.
This letter expresses our opinion as to the Maryland General
Corporation Law governing matters such as the authorization and issuance of
stock, but does not extend to the securities or "Blue Sky" laws of Maryland, to
federal securities or to other laws.
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We consent to the filing of this opinion as an exhibit to the
Company's Rule 24f-2 Notice. This opinion may not be relied upon by any other
person or for any other purpose without our prior written consent.
Very truly yours,
/s/ Venable, Baetjer and Howard, LLP
VENABLE, BAETJER AND HOWARD, LLP
