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:
Lebenthal Funds, Inc.
120 Broadway
New York, New York 10217
2. Name of each series or class of funds for which this notice is filed:
Lebenthal New York Municipal Bond Fund
Lebenthal New Jersey Municipal Bond Fund
Lebenthal Taxable Municipal Bond Fund
3. Investment Company Act File Number: 811-6170
Securities Act File Number: 33-36784
4. Last day of fiscal year for which this notice is filed:
November 30, 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:
/ /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see instruction A.6):
Not Applicable
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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
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:
5,027,631.24 Shares $38,330,481.59
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
5,027,631.24 Shares $38,330,481.59
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
799,862.77 Shares $6,176,534.55
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12. Calculation of registration fee:
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(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $38,330,481.59
-----------------------------
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 6,176,534.55
-----------------------------
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable): -21,269,552.15
-----------------------------
(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)] (if applicable): 23,237,463.99
-----------------------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see instruction C.6): x 1/3300
-----------------------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 7,041.66
-----------------------------
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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).
/X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
January 24, 1997
Exhibit: Opinion of Messrs. Battle Fowler LLP
SIGNATURES
This report has been signed below by the following pe sons on behalf of
the issuer and in the capacities and on the dates indicated.
LEBENTHAL FUNDS, INC.
(Issuer)
By (Signature and Title)* /s/ HIRAM LAZAR
____________________________________
Hiram Lazar, Secretary
Date: January 24, 1997
* Please print the name and title of the signing officer below the signature.
BATTLE FOWLER LLP
A LIMITED LIABILITY PARTNERSHIP
75 East 55th Street
New York, New York 10022
(212) 856-7000
January 29, 1997
Lebenthal Funds, Inc.
120 Broadway
New York, New York 10271
Gentlemen:
We have acted as counsel to Lebenthal Funds, Inc. which is
comprised of three portfolios, Lebenthal New York Municipal Bond Fund, Lebenthal
New Jersey Municipal Bond Fund and Lebenthal Taxable Municipal Bond Fund (the
"Fund") in connection with the preparation of the Rule 24f-2 Notice (the
"Notice") covering an aggregate of 5,027,631.24 shares of Common Stock, par
value $.001 per share (collectively, the "Shares") of the Lebenthal New York
Municipal Bond Fund, Lebenthal New Jersey Municipal Bond Fund and Lebenthal
Taxable Municipal Bond Fund.
We have examined copies of the Certificate of Incorporation
and By-laws of the Fund, the Registration Statement, and such other corporate
records and documents, including the consent of the Board of Directors and the
minutes of the meetings of the Board of Directors of the Fund, as we have deemed
necessary for the purpose of this opinion. We have also examined such other
documents, papers, statutes and authorities as we deemed necessary to form a
basis for the opinion hereinafter expressed. In our examination of such
material, we have assumed the genuineness of all signatures and the conformity
to original documents of fact material to such opinion, we have relied upon
statements and certificates of officers and representatives of the Fund and
others.
Based upon the foregoing, we are of the opinion that the
Shares of the Fund, the registration of which the Notice makes definite, were
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Notice.
Very truly yours,
Battle Fowler LLP
cc: Lebenthal Funds, Inc.
451752.1
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