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:
November 14, 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:
122,766,076 shares
$122,766,076
8. Number and amount of securities registered during the
fiscal year other than
pursuant to rule 24f-2:
0 shares
$0
9. Number and aggregate sale price of securities sold
during the fiscal year:
1,066,114,677 shares
$1,066,114,677
10. Number and aggregate sale price of securities sold
during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
1,066,114,677 shares
$1,066,114,677
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):
All shares issued in connection with dividend
reinvestment plans were included in the
securities reported in item 9.
- ------------------------------------------------------------
- ---------------------------------------------
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):
$1,066,114,677
(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)
- -$1,066,114,677
(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
January 13, 1996
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January 13, 1997
Lehman Brothers Funds, Inc.
3 World Financial Center
New York, New York 10285
Re: 24f-2 Notice
Dear Sirs:
We have acted as special Maryland counsel to Lehman
Brothers Funds, Inc. (the "Company"), in connection with
the Company's filing of a Notice pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended, for
the Company's fiscal year ended November 14, 1996. In that
capacity, the Company has requested that we render certain
opinions under paragraph (b)(1) of Rule 24f-2.
In response to such request, we have examined the
Company's charter and by-laws, a good-standing certificate
recently issued by the State Department of Assessments and
Taxation of Maryland, certificates of officers of the
Company, a copy of the Rule 24f-2 Notice for the Company's
fiscal year ended November 14, 1996 and such statutes,
regulations corporate records, and documents that we deemed
necessary or advisable for purposes of the opinions set
forth below. In such examination we also have assumed,
without independent investigation, the genuineness of all
signatures, the legal capacity of all individuals who have
executed any of the aforesaid documents, the authenticity
of all documents submitted to us as originals, the
conformity with originals of all documents submitted to us
as copies (and the authenticity of the originals of such
copies) and that all public records reviewed are accurate
and complete. As to certain factual matters we have relied
on the certificates of officers of the Company and have not
independently verified the matters stated therein.
On the basis of the foregoing and of such other legal
considerations that we deemed relevant, and limited in all
respects to applicable Maryland law, we are of the opinion
and advise you as follows:
1. The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the
State of Maryland; and
2. The 1,066,114,677 shares of Common Stock of the
Company, par value $.001 per share, reported by the Company
to have been issued pursuant to Rule 24f-2 during its
fiscal year ended November 14, 1996, were legally issued,
fully paid and nonassessable.
This opinion is intended solely for the benefit and
use of the party to whom it is addressed and may not be
used by any other person without the prior written consent
to Piper & Marbury L.L.P., provided that we consent to the
filing of this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to
above.
Very truly yours,
Piper & Marbury L.L.P.
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