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 Investment 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 Short Term U.S. Government Fund The Small Capitalization Growth Fund
The Tax Free Income Fund The New Jersey Tax Free Income Fund
The New York Tax Free Income Fund The International Equity Fund
The Blue Chip Growth Fund The International Bond Fund
3. Investment Company Act File Number: 811-7328
Securities Act File Number: 33-54012
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 Short Term U.S. Government Fund 915,029 $ 8,999,301
The Tax Free Income Fund -- --
The New York Tax Free Income Fund -- --
The Blue Chip Growth Fund 1,200,896 14,907,266
The Small Capitalization Growth Fund 1,054,750 10,280,987
The New Jersey Tax Free Income Fund -- --
The International Equity Fund -- --
The International Bond Fund -- --
__________ ____________
3,170,675 $34,187,554
__________ ____________
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
The Hanover Investment Funds, Inc. 3,170,675 $34,187,554
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
The Short Term U.S. Government Fund 14,500 $ 142,352
The Tax-Free Income Fund -- --
The New York Tax Free Income Fund -- --
The Blue Chip Growth Fund 122,208 1,174,148
The Small Capitalization Growth Fund 311,763 3,080,744
The New Jersey Tax-Free Income Fund -- --
The International Equity Fund -- --
The International Bond Fund -- --
_________ __________
448,471 $4,397,244
_________ __________
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) $34,187,554
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from item 11, if
applicable): 4,397,244
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable): 140,616,402
(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): (102,031,604)
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(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) multipled by
line (vi)): no fee due
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 CRF 202.3a): ____________
Date of mailing or wire transfer of filing fees
to the Commission's lockbox depository: Not applicable
________________________________________________________
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 Investment Funds, Inc.
237 Park Avenue
New York, New York 10017
Re: The Hanover Investment Funds, Inc.
Ladies and Gentlemen:
We understand that The Hanover Investment 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
929,529 shares of The Short Term U.S. Government Fund, 1,323,104 shares of The
Blue Chip Growth Fund, and 1,366,513 shares of The Small Capitalization Growth
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 Prospectuses and Statement of
Additional Information included in its Registration Statement on Form N-1A, as
amended (collectively, 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 deemed 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 Prospectuses. 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
