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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
1. Name and address of issuer: Advantus Enterprise Fund, Inc.
400 Robert Street North
St. Paul, Minnesota 55101-2098
2. Name of each series or class of funds for which this notice is filed:
Common Stock - Class A, B and C
3. Investment Company Act File Number: 811-8588
Securities Act File Number: 33-80754
4. Last day of fiscal year for which this notice is filed: September 30, 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: not applicable / /
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: not applicable
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:
581,818.0243 shares, $8,599,424.12
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
581,818.0243 shares, $8,599,424.12
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): not applicable
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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): $8,599,424.12
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + -0-
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 1,192,904.14
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(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-
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(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): 7,406,519.98
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/33 of 1%
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(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: 2,244.40
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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.
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). /x/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: November 15, 1996
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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/ Paul H. Gooding
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Paul H. Gooding
President
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Date: November 18, 1996
*Please print the name and title of the signing officer below the
signature.
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[Dorsey & Whitney Letterhead]
November 14, 1996
Advantus Enterprise Fund, Inc.
400 Robert Street North
St. Paul, Minnesota 55101
Dear Sirs:
We have acted as independent general counsel to Advantus Enterprise Fund,
Inc., a Minnesota corporation (the "Fund"), in connection with the Fund's
Registration Statement (File No. 33-80754). This opinion is addressed to you
in connection with a filing by the Fund of a notice (the "Notice") pursuant
to Rule 24f-2 under the Investment Company Act of 1940. In that connection,
we have examined such documents and have reviewed such questions of law as we
have considered necessary and appropriate for the purposes of this opinion,
and, based thereon, we advise you that, in our opinion:
1. The Fund has been duly incorporated pursuant to Chapter 302A of the
Minnesota Statutes and is validly existing as a corporation in good standing
under Minnesota law; and
2. The 581,818.0243 common shares, $.01 par value, of the Fund sold by
the Fund in reliance upon registration pursuant to Rule 24f-2 during the
fiscal year ended September 30, 1996, as set forth in the Notice, were
legally issued, have been fully paid and are nonassessable, if issued and
sold upon the terms and in the manner set forth in the Registration Statement
of the Fund referred to above.
Very truly yours,
/s/ Dorsey & Whitney LLP
DORSEY & WHITNEY
