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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 AS AND OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
______________________________________________________________________________
1. Name and address of issuer:
Hercules Funds Inc. (the "Fund")
222 South Ninth Street
Minneapolis, MN 55402
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2. Name of each series or class of funds for which this notice is filed:
Hercules North American Growth Hercules World Bond Fund
and Income Fund Hercules Money Market Fund
Hercules European Value Fund Hercules Global Short-term Fund
Hercules Pacific Basin Value Fund
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3. Investment Company Act File Number: 811-7936
Securities Act File Number: 33-67016
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4. Last day of fiscal year for which this notice is filed:
6/21/96 (date on which the Fund ceased operations)
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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:
N/A / /
______________________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
N/A
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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
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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:
12,931, 025 shares $28,587,319
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2.
12,931,025 shares $28,587,319
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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):
564,753 shares $5,254,022
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during + 28,587,319
the fiscal year in reliance on rule 24f-2 ___________________
(from Item 10):
(ii) Aggregate price of shares issued in connection + 5,254,022
with dividend reinvestment plans (from Item 11, ___________________
if applicable):
(iii) Aggregate price of shares redeemed or repurchased - 33,841,341
during the fiscal year (if applicable): ___________________
(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 0
during the fiscal year in reliance on rule 24f-2 ___________________
line (i), plus line (ii), less line (iii), plus
line (iv) (if applicable):
(vi) Multiplier prescribed by Section 8(b) of the x N/A
Securities Act of 1933 or other applicable law or ___________________
regulation (see instruction C.8):
(vii) Fee due (line (i) or line (v) multiplied by 0
line (vi)): ___________________
INSTRUCTION: ISSUERS 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.
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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:
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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/ William H. Ellis
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President, Hercules Funds Inc.
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Date 8/14/96
*Please print the name and title of the signing officer below the signature.
_______________________________________________________________________________
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August 14, 1996
Hercules Funds Inc.
Piper Jaffray Tower
222 South Ninth Street
Minneapolis, Minnesota 55402-3804
Ladies and Gentlemen:
In connection with the public offering of shares of common stock
allocated to Hercules North American Growth and Income Fund, Hercules European
Value Fund, Hercules Pacific Basin Value Fund, Hercules World Bond Fund,
Hercules Global Short-Term Fund and Hercules Money Market Fund (collectively,
the "Series"), each a series of Hercules Funds Inc. (the "Fund"), we have
examined such records and documents and have made such further investigation and
examination as we deemed necessary for the purpose of this opinion.
It is our opinion that the shares of the Series of the Fund, the
registration of which is made definite by the accompanying Rule 24f-2 Notice of
the Fund, were legally issued, fully paid and non-assessable by the Fund to the
extent set forth in its Prospectus forming part of its Registration Statement
under the Securities Act of 1933, as amended.
We hereby consent to the filing of this opinion with said Notice.
Very truly yours,
/s/Gordon Altman Butowsky Weitzen
Shalov & Wein
