Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Holland Series Fund, Inc.
375 Park Avenue, 19th Floor
New York, NY 10152
2. Name of each series or class of funds for which this notice is filed:
Holland Balanced Fund
3. Investment Company Act File Number: 811-9060
Securities Act File Number: 33-95026
4. Last day of fiscal year for which this notice is filed: 9/30/97
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):
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:$0
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:$0
9. Number and aggregate sale price of securities sold during the fiscal
year:
1,366,431 $17,319,459
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
1,366,431 $17,319,459
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):
20,140 $252,436
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): $17,319,459
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): $252,436
(iii) Aggregate price of shares redeemed or repurchased during fiscal
year (if applicable): $1,279,856
(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): $ 16,292,039
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
0.01/33
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $4,936.98
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: 11/18/97
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dated indicated.
By /s/ William E. Vastardis
William E. Vastardis
Treasurer
Date: December 4, 1997
HOLLAND SERIES FUND, INC.
Certificate of Treasurer
I, William E. Vastardis, do hereby certify that I am the
Treasurer of Holland Series Fund, Inc. a Maryland corporation (the
"Company"), and, in connection with the filing on behalf of the
Company of a Rule 24f-2 Notice, as such term is defined in the
Investment Company Act of 1940, as amended, I do hereby further
certify that the Company sold the following total of shares which
include shares sold through dividend reinvestment: the Company sold a
total of 1,386,571 shares of its Holland Balanced Fund having a par
value of $.01 per share (collectively, the "Shares"), during the
fiscal year ended September 30, 1997, for which the Company received
payment in full of cash consideration in excess of par value prior to
the issuance of the Shares in accordance with the resolutions
authorizing their sale, and I do hereby further certify that the
Company had a total of 1,955,018 shares of its Holland Balanced Fund
outstanding on September 30, 1997. I also certify that at no time
during the fiscal year ended September 30, 1997 did the Company have
in excess of 1,000,000,000 shares of its Holland Balanced Fund issued
and outstanding.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the
Company this 4th day of December, 1997.
____________________________
William E. Vastardis
Treasurer
