<PAGE> 1
November 27, 1995
Securities and Exchange Commission
Filing Desk, Mail Stop 1-4
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice
Minerva Fund, Inc. (the "Fund")
(Registration Statement File No. 33-65568)
Gentlemen:
The purpose of this letter is to notify the Commission
following the end of the Fund's fiscal year of the number of
the Fund's shares sold from October 1, 1994 through September
30, 1995 fiscal year end, which are to be to be registered
pursuant to Rule 24f-2 and to pay the appropriate registration
fee.
The information required by Rule 24f-2 is as follows:
1. Fiscal year for which notice is filed: September 30, 1995
<TABLE>
<CAPTION>
Shares Amount
------ ------
<S> <C> <C>
2. Number and dollar amount of shares of the
Registrant registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 but which
remained unsold at October 1, 1994 0 $0
3. Number and dollar amount of shares of
Registrant registered during the fiscal year
other than pursuant to Rule 24f-2: 0 0
4. Number and dollar amount of shares of the
Registrant sold during the fiscal year *
Equity Portfolio 18,234 $202,663
Fixed Income Portfolio 19,960 183,543
------------- --------------
38,194 $386,206
Less definite registration under 24e(2): 0 0
</TABLE>
<PAGE> 2
Securities & Exchange Commission
November 27, 1995
Page 2
<TABLE>
<CAPTION>
Shares Amount
------ ------
<S> <C> <C>
5. Number and dollar amount of shares of the
Registrant sold during the fiscal year in
reliance upon registration pursuant to Rule
24f-2: 38,194 $386,206
============= ==============
</TABLE>
In accordance with the fee calculation set forth in paragraph (c) of
Rule 24f-2 (*below), a wire for $133.17 has been sent.
An opinion of counsel is enclosed herewith in accordance with Rule
24f-2(b)(1).
Please acknowledge receipt of these materials by stamping and
returning to us the enclosed duplicate copy of this letter.
Minerva Fund, Inc.
/s/ Donald E. Brostrom
----------------------
Donald E. Brostrom
Assistant Treasurer
*The basis for this calculation under Rule 24f-2(c) is as follows:
<TABLE>
<S> <C>
The actual aggregate sale price for shares
sold in reliance upon Rule 24f-2 during the
Registrant's fiscal year ended September 30, 1995 $386,206
Less the difference between (i) the actual
aggregate redemption price for shares redeemed
during the fiscal year and (ii) the actual
aggregate redemption price for shares redeemed
during the fiscal year which were previously
applied by the Registration pursuant to Rule
24e-2(a) 0 +
--------------
386,206
--------------
Total Fee due under Rule 24f-2 $133.17
==============
</TABLE>
<PAGE> 3
Securities & Exchange Commission
November 27, 1995
Page 3
+ Aggregate redemption price for shares redeemed
during the Registrant's fiscal year ended
September 30, 1995
<TABLE>
<S> <C>
Equity Portfolio $0
Fixed Income Portfolio 0
-------------
$0
=============
</TABLE>
<PAGE> 1
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3010
410-539-2530 WASHINGTON
FAX: 410-539-0489 NEW YORK
PHILADELPHIA
EASTON
LONDON
November 27, 1995
Minerva Fund, Inc.
237 Park Avenue
New York, New York 10017
Re: Minerva Fund, Inc.
Dear Sirs:
We have acted as Maryland counsel to Minerva Fund, Inc., a Maryland
corporation (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 September 30, 1995. In that
capacity, 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, 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 have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity with originals of all documents submitted to us as copies.
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 organized, validly existing
and in good standing under the laws of the State of Maryland.
2. The 18,234 shares of the Equity Portfolio and the 19,960
shares of the Fixed Income Portfolio, or an aggregate of 38,194 shares of
Common Stock of the Company, par value $.001 per share, reported by the Company
to have been issued
<PAGE> 2
PIPER & MARBURY
L.L.P.
Minerva Fund, Inc.
November 27, 1995
Page 2
during its fiscal year ended September 30, 1995, 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 of Piper & Marbury L.L.P.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Rule 24f-2 Notice.
Very truly yours,
/s/ PIPER & MARBURY LLP
/lrs
