HENLOPEN FUND
N-30D, 1996-08-14
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                               THE HENLOPEN FUND

ANNUAL REPORT                                                    JUNE 30, 1996
MANAGED BY LANDIS ASSOCIATES, INC.                              (302) 654-3131

To My Fellow Shareholders:

We are pleased to report that the Fund posted a strong 38.4% return for the
fiscal year ended June 30, 1996.  This performance compares favorably to the
26.0% and 20.7% returns of the S&P 500 and Lipper Growth Fund Index,
respectively. The average annual compounded rate of return of the Fund was 23.8%
for the period from December 2, 1992 (the effective date of the Fund's
registration statement) through June 30, 1996.

The Fund was successful in outperforming the market by adhering rigorously to
its time-tested fundamental research discipline.  Our priority continues to be
the search for individual businesses that will excel in terms of growth and
profitability regardless of the overall level of economic activity.  That
philosophy served our shareholders particularly well during a fiscal year
characterized by slowing economic growth and increased market volatility.

The portfolio continues to be very well diversified with more than 90 stocks,
none accounting for more than 5% of total assets.  The portfolio is represented
by diverse industries as a sample of top holdings shows: Action Performance, a
fast grower capitalizing on the popularity of the NASCAR racing circuit (up 103%
since purchase); Flores & Rucks, a successful oil and gas producer (up 109%);
Markel Corp., a specialty insurer (up 50%) and Osicom Technologies, an
innovative participant in the networking area (up 216%).  These companies are
good examples of our eclectic growth approach to investing.

Last May the Fund reached the $25 million asset milestone, which allowed the
Fund to be listed by NASDAQ under the symbol HENLX.  National newspapers now
carry our NAV quotations on a daily basis.

To ensure continuation of our profitable growth, we strengthened our management
team with the addition of William Dugdale, who joined from Jennison Associates,
a New York based investment firm with $30 billion under management, and Lorenzo
Villalon, who came from Friess Associates, a $9 billion investment firm.

We are particularly pleased to report that Morningstar awarded the Fund its top
five star rating based on its three-year performance.  We were ranked among a
universe of 1,848 equity funds, of which only 10% received the five star
designation.

The Board of Trustees has declared a distribution of $1.5228 from short-term
realized capital gains which will be treated as ordinary income, and $0.2591
from long-term realized capital gains.  Your distribution confirmation is
enclosed.

We thank you for your continued confidence and support and look forward to
another successful year.

Sincerely yours,

/s/ Michael L. Hershey

Michael L. Hershey
President


            COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN
         The Henlopen Fund, S&P 500 Index and Lipper Growth Fund Index*<F1>


          THE HENLOPEN FUND      S&P 500 INDEX         LIPPER GROWTH FUND INDEX
12/2/92*<F1>   $10,000             $10,000                     $10,000
12/31/92        10,010              10,162                      10,204
3/31/93         10,821              10,600                      10,507
6/30/93         11,562              10,643                      10,661
9/30/93         12,450              10,928                      11,173
12/31/93        12,999              11,183                      11,426
3/31/94         12,760              10,754                      11,084
6/30/94         12,126              10,792                      10,841
9/30/94         12,853              11,330                      11,373
12/31/94        12,644              11,325                      11,246
3/31/95         13,583              12,432                      12,059
6/30/95         15,493              13,600                      13,350
9/30/95         17,819              14,693                      14,562
12/31/95        17,453              15,576                      14,855
3/31/96         19,233              16,413                      15,590
6/30/96         21,442              17,140                      16,109

*<F1>assumes equal $10,000 investments made on inception date of 
December 2, 1992.

Past performance is not predictive of future performance. Investment return and
principal value will fluctuate, and redemption value may be more or less than
original cost.

STATEMENT OF NET ASSETS
JUNE 30, 1996

 PRINCIPAL AMOUNT OR                                             QUOTED
 SHARES                                                 COST     MARKET VALUE
 ------                                               ------     ------------

LONG-TERM INVESTMENTS -- 95.0% (A)<F3>
COMMON STOCKS -- 94.6% (A)<F3>

          ADVERTISING -- 2.0%
 30,000   National Media Corp.*<F2>                 $458,425         $528,750

          AIRLINES & RELATED -- 0.7%
  3,500   Atlas Air, Inc.*<F2>                       119,632          201,250

          COMMUNICATIONS -- 1.6%
 17,500   Celeritek, Inc.*<F2>                       192,500          192,500
 15,000   Centigram Communications
            Corp.*<F2>                               228,120          238,125
                                                  ----------       ----------
                                                     420,620          430,625
          CONSUMER DURABLES -- 1.8%
 15,000   Fedders Corp.                               65,671          106,875
 13,125   Fedders Corp. Class A                       52,104           77,109
 37,000   Phoenix Gold
            International, Inc.*<F2>                 365,500          316,831
                                                  ----------       ----------
                                                     483,275          500,815

          ELECTRONICS/EQUIPMENT MANUFACTURING -- 16.7%
 20,000   Advanced Technology
            Materials, Inc.*<F2>                     265,625          270,000
 45,000   Aeroflex Inc.*<F2>                         284,519          275,625
  8,000   Benchmark Electronics, Inc.*<F2>           245,812          232,000
 12,000   Checkpoint Systems, Inc.*<F2>              220,788          412,500
 20,000   Del Global Technologies Corp.*<F2>         210,000          195,000
 25,000   FEI Co.*<F2>                               442,375          315,625
 10,000   Galileo Electro-Optics Corp.*<F2>          155,550          240,000
 20,000   GenRad, Inc.*<F2>                          327,015          330,000
 10,000   II-VI Inc.*<F2>                            148,750          161,250
 25,000   Integrated Packaging
            Assembly Corp.*<F2>                      190,000          234,375
 20,000   Interpoint Corp.*<F2>                      109,200          280,000
 20,000   Opal, Inc.*<F2>                            283,750          255,000
 40,000   Patriot Scientific Corp.*<F2>              128,984           98,752
 10,000   Praegitzer Industries, Inc.*<F2>            95,000          107,500
 12,000   PRI Automation, Inc.*<F2>                  298,500          366,000
 15,000   Quickturn Design Systems*<F2>              151,500          217,500
 15,000   Quickturn Rights 01/10/2006*<F2>                 0                0
 15,000   REMEC, Inc.*<F2>                           271,375          266,250
 13,000   Semiconductor Packaging
            Materials Co., Inc.*<F2>                 120,654          139,750
  7,000   Teradyne, Inc.*<F2>                        191,520          120,750
                                                  ----------       ----------
                                                   4,140,917        4,517,877

          ENGINEERING & CONSTRUCTION -- 1.3%
 10,000   Apogee Enterprises, Inc.                   331,250          342,500

          FINANCE/SAVINGS & LOANS -- 0.7%
 10,000   Roosevelt Financial Group, Inc.            182,500          192,500

          FINANCIAL SERVICES -- 8.1%
  5,500   Capital One Financial Corp.                133,705          156,750
  5,000   First USA, Inc.                            267,800          275,000
 10,000   First Financial Caribbean Corp.            185,625          205,000
 44,500   Mego Financial Corp.*<F2>                  348,145          344,875
 20,000   Olympic Financial Ltd.*<F2>                350,000          460,000
 15,000   Pioneer Group, Inc.                        306,550          401,250
 12,500   RAC Financial Group, Inc.*<F2>             318,710          353,125
                                                  ----------       ----------
                                                   1,910,535        2,196,000

          FOOD & BEVERAGES -- 1.0%
  4,900   Seneca Foods Corp. Class A*<F2>            $63,075          $78,400
  4,900   Seneca Foods Corp. Class B                  63,075           78,400
  5,000   Smithfield Foods, Inc.*<F2>                151,000          126,250
                                                  ----------       ----------
                                                     277,150          283,050

          FURNITURE -- 0.5%
 12,500   Open Plan Systems, Inc.*<F2>               125,000          150,000

          HEALTHCARE SERVICES -- 3.5%
 20,000   Community Care of
            America, Inc.*<F2>                       248,750          240,000
 35,000   MedPlus, Inc.*<F2>                         343,750          503,125
 15,000   Unison HealthCare
            Corporation*<F2>                         165,000          209,070
                                                  ----------       ----------
                                                     757,500          952,195

          INSURANCE -- 5.0%
 11,000   Conseco, Inc.                              357,142          440,000
  5,000   Markel Corp.*<F2>                          309,875          465,000
 23,000   Philadelphia Consolidated
            Holding Corp.*<F2>                       427,376          448,500
                                                  ----------       ----------
                                                   1,094,393        1,353,500

          LEISURE/ENTERTAINMENT -- 3.5%
 47,500   Action Performance Cos. Inc.*<F2>          342,055          694,687
 17,000   Ambassadors
            International, Inc.*<F2>                 219,750          238,000
                                                  ----------       ----------
                                                     561,805          932,687

          MARKETING -- 1.0%
 20,000   Multiple Zones
            International, Inc.*<F2>                 243,750          265,000

          MISCELLANEOUS MANUFACTURING -- 1.3%
  5,000   AGCO Corp.                                 146,550          138,750
 15,000   Ultralife Batteries, Inc.*<F2>             277,969          213,750
                                                  ----------       ----------
                                                     424,519          352,500

          MEDICAL PRODUCTS/SUPPLIES -- 8.4%
 10,000   Advanced Technology
            Laboratories, Inc.*<F2>                  241,250          365,000
 21,500   Applied Biometrics, Inc.*<F2>              394,184          341,313
 30,000   Bio-Vascular, Inc.*<F2>                    269,063          240,000
 30,000   Cholestech Corp.*<F2>                      196,875          157,500
 30,000   Electroscope, Inc.*<F2>                    315,000          300,000
 13,000   Fresenius USA, Inc.*<F2>                   312,780          279,500
 15,000   Laser Industries Ltd.*<F2>                 217,150          232,500
  6,000   Nellcor Puritan Bennett Inc.*<F2>          305,000          291,000
 10,000   Quest Medical, Inc.*<F2>                   110,000           70,000
                                                  ----------       ----------
                                                   2,361,302        2,276,813

          MEDICAL SERVICES -- 1.3%
 15,000   Physician Support
            Systems, Inc.*<F2>                       313,750          339,375

          METALS -- 0.7%
 15,000   Maverick Tube Corp.*<F2>                   174,375          176,250

          MINING -- 1.0%
 20,000   Royal Gold, Inc.*<F2>                      244,375          260,000

          NETWORKING
 45,000   Builders Warehouse
            Association, Inc.*<F2>                   511,062          669,375
 25,000   Computer Network
            Technology Corp.*<F2>                    190,625          178,125
 30,000   Osicom Technologies, Inc.*<F2>             155,625          491,250
                                                  ----------       ----------
                                                     857,312        1,338,750

          OIL, GAS & CHEMICALS -- 9.8%
 50,000   Basin Exploration, Inc.*<F2>               291,206          325,000
  5,000   Diamond Offshore
            Drilling, Inc.*<F2>                      237,925          286,250
 30,000   Flores & Rucks, Inc.*<F2>                  495,339        1,035,000
 45,000   Lone Star Technologies, Inc.*<F2>          524,068          506,250
 30,000   Nabors Industries, Inc.*<F2>               331,500          487,500
                                                  ----------       ----------
                                                   1,880,038        2,640,000

          PHARMACEUTICALS -- 2.4%
 50,000   Cortex Pharmaceuticals, Inc.*<F2>          328,749          218,750
  5,000   Gilead Sciences, Inc.*<F2>                 176,250          126,250
 30,000   Integra LifeSciences Corp.*<F2>            253,120          292,500
                                                  ----------       ----------
                                                     758,119          637,500

          PUBLISHING -- 1.0%
 35,000   IVI Publishing, Inc.*<F2>                  298,750          258,125

          RESTAURANTS -- 0.8%
 50,000   Pizza Inn, Inc.*<F2>                       253,150          212,500

          SEMICONDUCTORS -- 1.9%
 10,000   ANADIGICS, Inc.*<F2>                       288,750          291,250
 20,000   Integrated Circuit
            Systems, Inc.*<F2>                       315,876          215,000
                                                  ----------       ----------
                                                     604,626          506,250

          SERVICE COMPANIES -- 4.6%
 40,000   4Front Software
            International, Inc.*<F2>                 232,500          245,000
 10,000   Computer Task Group, Inc.                  235,500          282,500
 30,000   ICTS International N.V.*<F2>               211,250          213,750
  8,500   National Education Corp.*<F2>              170,510          121,125
 20,000   National Health
            Enhancement Systems, Inc.*<F2>           188,126          150,000
 15,000   Systems & Computer
            Technology Corp.*<F2>                    240,000          217,500
                                                  ----------       ----------
                                                   1,277,886        1,229,875

          SOFTWARE -- 4.3%
 30,000   Alydaar Software Corporation*<F2>          287,688          326,250
 35,000   Analogy, Inc.*<F2>                         281,250          253,750
100,000   Communication
            Intelligence Corp.*<F2>                  335,582          550,000
  5,000   Effective Management
            Systems, Inc.*<F2>                        31,875           34,375
                                                  ----------       ----------
                                                     936,395        1,164,375

          SPECIALTY RETAILING -- 3.0%
 10,000   Black Box Corp.*<F2>                       227,500          237,500
 16,000   Insight Enterprises, Inc.*<F2>             212,500          372,000
 17,000   Schultz Sav-O Stores, Inc.                 212,813          212,500
                                                  ----------       ----------
                                                     652,813          822,000

          MISCELLANEOUS TECHNOLOGY -- 1.7%
 45,000   Photran Corporation*<F2>                   496,875          450,000
                                                  ----------       ----------
          Total common stocks                     22,641,037       25,511,062

PREFERRED STOCKS -- 0.4% (A)<F3>
  2,500   AMC Entertainment Inc.
            $1.75 Cum. Conv. Pfd.
            $0.66 2/3 par                             62,500          119,063
                                                  ----------       ----------

          Total long-term
            investments                           22,703,537       25,630,125
                                                  ----------       ----------

SHORT-TERM INVESTMENTS -- 7.6% (A)<F3>
          VARIABLE RATE DEMAND NOTES
$1,000,000 Johnson Controls, Inc.                  1,000,000        1,000,000
1,057,185 Wisconsin Electric Power
            Company                                1,057,185        1,057,185
                                                  ----------       ----------
          Total short-term
            investments                            2,057,185        2,057,185
                                                  ----------       ----------
          Total investments                      $24,760,722       27,687,310
                                                  ----------
                                                  ----------
          Liabilities, less cash and
            receivables (2.6%) (a)<F3>                              (715,508)
                                                                   ----------
          NET ASSETS                                              $26,971,802
                                                                   ----------
                                                                   ----------
          Net Asset Value Per Share
            ($0.01 par value, unlimited
            shares authorized), offering
            and redemption price
            ($26,971,802 / 1,544,031
            shares outstanding)                                        $17.47
                                                                       ------
                                                                       ------

*<F2>Non-income producing security.
(a)<F3>Percentages for the various classifications relate to net assets.

The accompanying notes to financial statements are an integral part of this
statement.

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1996

INCOME:
    Dividends                                                          $52,959
    Interest                                                            38,938
                                                                     ---------
        Total income                                                    91,897
                                                                     ---------
EXPENSES:
    Investment management fees                                         181,554
    Administrative services                                             36,311
    Registration fees                                                   25,557
    Transfer agent fees                                                 22,435
    Professional fees                                                   19,588
    Custodian fees                                                      11,860
    Amortization of organizational expenses                             11,193
    Printing and postage expense                                         6,541
    Other expenses                                                       8,903
                                                                     ---------
        Total expenses                                                 323,942
                                                                     ---------
NET INVESTMENT LOSS                                                  (232,045)
                                                                     ---------
NET REALIZED GAIN ON INVESTMENTS                                     4,302,445
NET INCREASE IN UNREALIZED APPRECIATION ON INVESTMENTS               1,769,703
                                                                     ---------
NET GAIN ON INVESTMENTS                                              6,072,148
                                                                     ---------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                $5,840,103
                                                                     ---------
                                                                     ---------


STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995

                                                          1996           1995
                                                      --------       --------
OPERATIONS:
   Net investment loss                               $(232,045)     $(112,976)
  Net realized gain on investments                   4,302,445      1,260,401
  Net increase in unrealized appreciation
   on investments                                    1,769,703      1,267,108
                                                    ----------     ----------

  Net increase in net assets resulting
   from operations                                   5,840,103      2,414,533
                                                    ----------     ----------
DISTRIBUTIONS TO SHAREHOLDERS:
  Distributions from net realized gains
   ($2.26126 and $0.188 per share, respectively)   (2,150,393)      (139,259)
                                                    ----------     ----------

  Total distributions                           (2,150,393)*<F4>(139,259)**<F5>
                                                    ----------     ----------
FUND SHARE ACTIVITIES:
  Proceeds from shares issued
   (639,567 and 226,243 shares, respectively)       10,090,946      2,781,299
  Net asset value of shares issued in
   distributions (148,396 and 11,661
     shares, respectively)                           2,133,156        139,116
  Cost of shares redeemed (39,690 and
   24,581 shares, respectively)                      (627,391)      (307,817)
                                                    ----------     ----------
  Net increase in net assets derived from
   Fund share activities                            11,596,711      2,612,598
                                                    ----------     ----------
  TOTAL INCREASE                                    15,286,421      4,887,872

NET ASSETS AT THE BEGINNING OF THE YEAR             11,685,381      6,797,509
                                                    ----------     ----------
NET ASSETS AT THE END OF THE YEAR                  $26,971,802    $11,685,381
                                                    ----------     ----------
                                                    ----------     ----------

  *<F4>Total distributions include $1,994,634 of ordinary income, of which 3% 
is eligible for the corporate dividends received deduction.
**<F5>Total distributions include $10,370 of ordinary income, of which 5% is
eligible for the corporate dividends received deduction.

The accompanying notes to financial statements are an integral part of these
statements.

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR EACH SHARE OF THE FUND OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
                                                                                                               FOR THE PERIOD
                                                                           FOR THE YEARS ENDED                  FROM 12/2/92*<F6>
                                                               ---------------------------------------------   
                                                                    6/30/96     6/30/95             6/30/94        to 6/30/93
                                                                -----------  ----------        ------------    --------------
<S>                                                                  <C>         <C>                 <C>               <C>
PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of period                               $14.68      $11.67              $11.55            $10.00
  Income from investment operations:
  Net investment loss                                                (0.05)      (0.11)              (0.07)            (0.02)
  Net realized and unrealized gains
    on investments                                                     5.10        3.31                0.64              1.58
                                                                    -------     -------             -------           -------
  Total from investment operations                                     5.05        3.20                0.57              1.56
  Less distributions:
  Dividend from net investment income                                 - 0 -       - 0 -               - 0 -            (0.01)
  Distributions from net realized gains                              (2.26)      (0.19)              (0.45)             - 0 -
                                                                    -------     -------             -------           -------
  Total from distributions                                           (2.26)      (0.19)              (0.45)            (0.01)
                                                                    -------     -------             -------           -------
  Net asset value, end of period                                     $17.47      $14.68              $11.67            $11.55
                                                                    -------     -------             -------           -------
                                                                    -------     -------             -------           -------
TOTAL INVESTMENT RETURN                                               38.4%       27.8%                4.9%           28.5%**<F7>
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (in 000's $)                             26,972      11,685               6,798             1,062
  Ratio of expenses (after reimbursement)
    to average net assets***<F8>                                       1.8%        2.0%                2.0%            2.0%**<F7>
  Ratio of net investment loss to
    average net assets****<F9>                                       (1.3)%      (1.2)%              (1.3)%          (0.7)%**<F7>
  Portfolio turnover rate                                            177.5%      147.8%               63.0%             54.0%

   *<F6>Commencement of Operations.
   **<F7>Annualized.
   ***<F8>Computed after giving effect to adviser's expense limitation
   undertaking. If the Fund had paid all of its expenses, the ratio would have
   been 3.0% for the year ended June 30, 1994 and 11.5%** for the period ended
   June 30, 1993.
   ****<F9>The ratio of net investment loss prior to the adviser's expense
   limitation undertaking to average net assets would have been (2.2%) for the
   year ended June 30, 1994 and (10.2%)** for the period ended June 30, 1993.

The accompanying notes to financial statements are an integral part of this
statement.

</TABLE>

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES --

  The following is a summary of significant accounting policies of The Henlopen
  Fund (the "Fund"), which was organized as a Delaware Business Trust on
  September 17, 1992 and is registered as an open-end management company under
  the Investment Company Act of 1940. The Fund commenced operations on December
  2, 1992. The investment objective of the Fund is long-term capital
  appreciation.

  (a)  Each security, excluding short-term investments, is valued at the
  last sale price reported by the principal security exchange on which the
  issue is traded, or if no sale is reported, the latest bid price.
  Securities which are traded over-the-counter are valued at the latest bid
  price. Securities for which quotations are not readily available are
  valued at fair value as determined by the investment adviser under the
  supervision of the Board of Trustees. Short-term investments are valued at
  cost which approximates quoted market value. Investment transactions are
  recorded no later than the first business day after the trade date. Cost
  amounts, as reported on the statement of net assets, are the same for
  Federal income tax purposes.

  (b)  Net realized gains and losses on common stock are computed on the
  basis of the cost of specific certificates.

  (c)  Provision has not been made for Federal income taxes since the Fund
  has elected to be taxed as a "regulated investment company" and intends to
  distribute substantially all income to its shareholders and otherwise
  comply with the provisions of the Internal Revenue Code applicable to
  regulated investment companies.

  (d)  Dividend income is recorded on the ex-dividend date. Interest income
  is recorded on the accrual basis.

  (e)  The Fund has investments in short-term variable rate demand notes,
  which are unsecured instruments. The Fund may be susceptible to credit
  risk with respect to these notes to the extent the issuer defaults on its
  payment obligation. The Fund's policy is to monitor the creditworthiness
  of the issuer and does not anticipate nonperformance by these
  counterparties.

  (f)  Generally accepted accounting principles require that permanent
  financial reporting and tax differences for overdistributed net investment
  income be reclassified to capital stock.

  (g)  The preparation of financial statements in conformity with generally
  accepted accounting principles requires management to make estimates and
  assumptions that affect the reported amounts of assets and liabilities and
  disclosure of contingent assets and liabilities at the date of the
  financial statements and the reported amounts of revenues and expenses
  during the reporting period. Actual results could differ from these
  estimates.

(2)  INVESTMENT ADVISER AND MANAGEMENT AGREEMENT AND TRANSACTIONS WITH RELATED
PARTIES --

  The Fund has a management agreement with Landis Associates, Inc. (the
  "Adviser"), with whom certain officers and directors of the Fund are
  affiliated, to serve as investment adviser and manager. Under the terms of
  the agreement, the Fund will pay the Adviser a monthly management fee at the
  annual rate of 1% on the daily net assets of the Fund.

(3)  DISTRIBUTION TO SHAREHOLDERS --

  Net investment income and net realized gains, if any, are distributed to
  shareholders. On July 29, 1996, the Fund distributed $2,462,781 from net
  short-term realized gains ($1.5228 per share) and $419,018 ($0.2591 per
  share) from long-term realized gains. The distributions were paid on July 30,
  1996, to shareholders of record on July 26, 1996. The percentage of this
  ordinary income distribution which is eligible for the corporate dividend
  received deduction is 1%.

(4)  DEFERRED EXPENSES --

  Organizational expenses were deferred and are being amortized on a straight-
  line basis over a period of five years beginning with the date of sales of
  shares to the public. These expenses were advanced by the Adviser who will be
  reimbursed by the Fund over a period of five years. The proceeds of any
  redemption of the initial shares by the original shareholder will be reduced
  by a pro-rata portion of any then unamortized deferred expenses in the same
  proportion as the number of initial shares being redeemed bears to the number
  of initial shares outstanding at the time of such redemption. The unamortized
  organizational expenses at June 30, 1996 were $15,856.

(5)  INVESTMENT TRANSACTIONS --

  For the year ended June 30, 1996, purchases and proceeds of sales of
  investment securities (excluding short-term securities) were $39,536,711 and
  $31,506,177, respectively.

(6)  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES --

  As of June 30, 1996, liabilities of the Fund included the following:
     Payable to brokers for investments purchased                  $1,116,245
     Payable to the Adviser for management fees
       and deferred expenses                                           38,227
     Other liabilities                                                 23,853

(7)  SOURCES OF NET ASSETS --

  As of June 30, 1996, the sources of net assets were as follows:
     Fund shares issued and outstanding                           $21,163,415
     Net unrealized appreciation on investments                     2,926,588
     Undistributed net realized gains and losses                    2,881,799
                                                                   ----------
                                                                  $26,971,802
                                                                   ----------
                                                                   ----------

  Aggregate net unrealized appreciation as of June 30, 1996, consisted of the
  following:

     Aggregate gross unrealized appreciation                       $4,344,848
     Aggregate gross unrealized depreciation                      (1,418,260)
                                                                   ----------
     Net unrealized appreciation                                   $2,926,588
                                                                   ----------
                                                                   ----------


REPORT OF INDEPENDENT ACCOUNTANTS

3100 Multifoods Tower
33 South Sixth Street
Minneapolis, MN 55402
Telephone 612 332 7000

(PRICE WATERHOUSE LLP LOGO)

July 26, 1996

To the Shareholders and Trustees
of The Henlopen Fund

  In our opinion, the accompanying statement of net assets and the related
statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
The Henlopen Fund (the "Fund") at June 30, 1996, the results of its operations
for the year then ended, the changes in its net assets for each of the two years
in the period then ended and the financial highlights for each of the three
years in the period then ended and for the period from December 2, 1992
(commencement of operations) through June 30, 1993, in conformity with generally
accepted accounting principles. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at June 30, 1996 by
correspondence with the custodian, provide a reasonable basis for the opinion
expressed above.

/s/ Price Waterhouse LLP

                               BOARD OF TRUSTEES

          ROBERT J. FAHEY, JR.                        MICHAEL L. HERSHEY
Director of Real Estate Investment Banking    Chairman, Landis Associates, Inc.
Cushman &Wakefield of Pennsylvania, Inc.               Wilmington, Delaware
       Philadelphia, Pennsylvania

        STEPHEN L. HERSHEY, M.D.                   P. COLEMAN TOWNSEND, JR.
               President,                      President/CEO, Townsends, Inc.
First State Orthopaedic Consultants, P.A.            Millsboro, Delaware
            Newark, Delaware


           Investment Adviser                      Independent Accountants
        LANDIS ASSOCIATES, INC.                     PRICE WATERHOUSE LLP
       Custodian, Transfer Agent                        Legal Counsel
         Firstar Trust Company                         FOLEY & LARDNER

                               THE HENLOPEN FUND
                                   SUITE 100
                             400 WEST NINTH STREET
                           WILMINGTON, DELAWARE 19801

This report is not authorized for use as an offer of sale or a solicitation of
an offer to buy shares of The Henlopen Fund unless accompanied or preceded by
the Fund's current prospectus.



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