UNITED STATES
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: The Henlopen Fund, Longwood Corp.
Center, Suite 213, 415 McFarlan Road, Kennett Square, PA 19348
2. Name of each series or 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): [_]
The Henlopen Fund
3. Investment Company Act File Number: 811-07168
Securities Act File Number: 33-52154
4(a). Last day of fiscal year for which this Form is filed:
June 30, 1998
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.
5. Calculation of registration fee:
(i) Aggregate sale price of
securities sold during the
fiscal year pursuant to $11,983,666
section 24(f): -----------
(ii) Aggregate price of securities
redeemed or repurchased $4,141,813
during the fiscal year: ----------
(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: $ N/A
(iv) Total available redemption
credits [add Items 5(ii) and -$4,141,813
5(iii)]: ----------
(v) Net sales - if Item 5(i) is
greater than Item 5(iv)
[subtract Item 5(iv) from $7,841,853
Item 5(i)]: ----------
(vi) Redemption credits available
for use in future years - if
Item 5(i) is less than
Item 5(iv) [subtract $( N/A )
Item 5(iv) from Item 5(i)]: ------------
(vii) Multiplier for determining
registration fee (See x .000295
Instruction C.9): --------
(viii) Registration fee due
[multiply Item 5(v) by
Item 5(vii)] (enter "0" if no = $2,313.35
fee is due): ---------
6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount
of securities that were registered under the Securities Act of 1933
pursuant to rule 24e-2 as in effect before October 11, 1997, then
report the amount of securities (number of shares or other units)
deducted here: N/A . If there is a number of shares
or other units that were registered pursuant to rule 24e-2 remaining
unsold at the end of the fiscal year for which this form is filed
that are available for use by the issuer in future fiscal years,
then state that number here: N/A
7. Interest due - if this Form is being filed more than 90 days after
the end of the issuer's fiscal year (see Instruction D):
+$ N/A
--------------
8. Total of the amount of the registration fee due plus any interest
due [line 5(viii) plus line 7]:
= $2,313.35
---------
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 dates indicated.
By (Signature and Title)* /s/ Camille F. Wildes
Camille F. Wildes
Vice President Compliance
Date 9/4/98
*Please print the name and title of the signing officer below the
signature.
