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, New York 10285
2. Name of each series or class of funds for which this
notice is filed:
Daily Income Fund - Select Shares
Daily Income Fund - CDSC Shares
Municipal Income Fund - Select Shares
Municipal Income Fund - CDSC Shares
New York Municipal Money Market Fund - Select Shares
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:
July 31, 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
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:
149,032,553 shares*
$149,032,553
* Of these shares, 26,266,477 shares are being used to
reduce the registration fee pursuant to this Rule 24f-2
Notice, leaving 122,766,076 shares unsold.
9. Number and aggregate sale price of securities sold
during the fiscal year:
5,041,060,119 shares
$5,041,060,119
10. Number and aggregate sale price of securities sold
during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
5,014,793,642 shares
$5,014,793,642
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):
41,068,611
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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):
$5,014,793,642
(ii) Aggregate price of shares issued in connection
with
dividend reinvestment plans (from Item 11, if
applicable): +41,068,611
(iii) Aggregate price of shares redeemed or
repurchased during
the fiscal year (if applicable) -
5,055,862,253
(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): $0
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act
of 1933 or other applicable law or regulation
x 1
(see Instruction C.6): 2900
______________
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 0
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:
- -----------------------------------------------------------
- ----------------------------------------------
SIGNATURE
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 C. Kardok
Treasurer
Date: September 27, 1996
**Please print the name and title of the signing officer
below the signature.
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September
27, 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 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
Company's fiscal year ended July 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, as amended (the
"1933 Act"). The purpose of the Notice is to make definite
the registration of 5,055,862,253 shares of the Company
(collectively, the "Shares") sold in reliance
upon the Rule during the fiscal year ended July 31, 1996.
I am Counsel of First Data Investor Services Group, Inc.,
the Company's administrator, and in such capacity, from time
to time and for certain purposes, provide 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
Company's Prospectuses and Statements 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.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as part of the Company's
Rule 24f-2 Notice.
Very truly yours,
________________
Christine P. Ritch
Counsel
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