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:
Lehman Brothers Funds, Inc.
3 World Financial Center
New York, NY 10285
2. Name of each series or class of funds for which this notice is filed:
Lehman Selected Growth Stock Portfolio
3. Investment Company Act File Number:
811-7706
Securities Act File Number:
33-62312
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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
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:
864,934 shares
$11,341,171
10. Number and aggregate sale price of securities sold during the fiscal year
in
reliance upon registration pursuant to rule 24f-2:
864,934 shares
$11,341,171
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):
- --------
__________________________________________________________
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):
$11,341,171
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+ $0
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable)
- - $6,948,585
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
+ ________
( 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):
$0
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation
1
(see Instruction C.6):
x 2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$1,514.68
Instructions: Issuer 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.
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:
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)**
_______________________________
Michael Kardok
Treasurer
Date: February __, 1996
**Please print the name and title of the signing officer below the signature
G:\SHARED\lehman\retail\filings\s24f2.doc
G:\SHARED\3RDPARTY\GABVALUE\24F-2\FYE95\FORM.DOC
February 29, 1996
Lehman Brothers Funds, Inc.
3 World Financial Center
New York, NY 10285
Re: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Lehman Selected Growth Stock Portfolio
(the "Portfolio"), a portfolio of Lehman Brothers Funds, Inc. (the "Company"),
a Maryland corporation, of a Notice (the "Notice") pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended (the "1940 Act"), for the
Portfolio's fiscal year ended December 31, 1995, you have requested that the
undersigned provide the necessary legal opinion as required by said Rule.
In accordance with Rule 24f-2, the Company has registered an indefinite
number of shares of common stock, par value $.001 per share, under the
Securities Act of 1933 (the "1933 Act"). The purpose of the Notice is to make
definite the registration of the following shares of the Portfolio of the
Company (the "Shares") sold in reliance upon the Rule during the fiscal year
ended December 31, 1995.
Lehman Selected Growth Stock Portfolio
864,934 shares
I am the Associate General Counsel of First Data Investor Services
Group, Inc., the Company's administrator, and in such capacity, from time to
time and for certain purposes, provides legal counsel to the Company. I have
examined copies of the Company's Articles of Incorporation, its By-Laws,
resolutions adopted by its Board of Directors, and such other records and
documents as I have deemed necessary for purposes of this opinion.
Furthermore, I have examined a Certificate of the Treasurer of the Company to
the effect that the Company received cash consideration for each of the Shares
in accordance with the aforementioned charter documents and resolutions.
On the basis of the foregoing, and assuming all of the Shares were sold
in accordance with the terms of the Portfolio's Prospectus and Statement of
Additional Information in effect at the time of the sale, I am of the opinion
that the Shares were legally issued, fully paid and non-assessable. This
opinion is for the limited purposes expressed above and should not be deemed
to be an expression of opinion as to compliance with the 1933 Act, the 1940
Act or applicable state "blue sky" or securities laws in connection with the
sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as part of the Portfolio's Rule 24f-2 Notice.
Very truly yours,
PATRICIA L. BICKIMER
Patricia L. Bickimer
Vice President and
Associate General Counsel
lehman\retail\filings\s24f2leg.doc
lehman\retail\filings\24f2leg.doc
