HOLLAND SERIES FUND INC
NSAR-B, 1998-11-25
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                                   FORM N-SAR
                               SEMI-ANNUAL REPORT
                       FOR REGISTERED INVESTMENT COMPANIES

          Registrant Name     HOLLAND SERIES FUND, INC.

          File Number                   811-9060

          Registrant CIK Number:        0000947441









                          Press F1 for general help.




                                  Header Screen

 Report as of the end of semiannual period:   /  /    (a)
                            or fiscal year: 09/30/98  (b)
     Is this a transition report? (Y or N): N
Is this form being completed by the registrant? (Y or N): Y
Is this an amendment to a previous filing? (Y or N): N
Is this a change to a previous filing? (Y or N): N

1.A)  Registrant Name:  HOLLAND SERIES FUND, INC.
  B)  File Number:      811-9060
  C)  Telephone Number: 2124862002
2.A)  Street: 375 PARK AVENUE
  B)  City: NEW YORK             C) State: NY D) Zip Code: 10152 Zip Ext.:
  E)  Foreign Country:                     Foreign Postal Code:

3. Is this the first filing on this form by the  Registrant?(Y  or N) ----- N 4.
Is this the last filing on this form by the  Registrant?(Y  or N) ------ N 5. Is
Registrant  a small  business  investment  company  (SBIC)?(Y or N) ---- N 6. Is
Registrant a unit investment trust (UIT)?(Y or N) ----------------- N

7.A)  Is Registrant a series or multiple portfolio company?(Y or N) ----- Y
  B)  How many separate series or portfolios did Registrant have
      at the end of the period? -----------------------------------------  1

                                SCREEN NUMBER: 1

7.C)    List the name of each series or portfolio and give a consecutive  number
        to each series or  portfolio  starting  with the number 1. USE THIS SAME
        NUMERICAL  DESIGNATION  FOR  EACH  SERIES  OR  PORTFOLIO  IN THE  SERIES
        INFORMATION  BLOCK IN THE TOP RIGHT  CORNER OF THE SCREENS  SUBMITTED IN
        THIS FILING AND IN ALL SUBSEQUENT FILINGS ON THIS FORM. THIS INFORMATION
        IS REQUIRED EACH TIME THE FORM IS FILED. Is this the
    Series                                                      last filing
    Number                       Series Name                  for this series?
                                                                        (Y or N)
       1         HOLLAND BALANCED FUND                               N
       2
       3
       4
       5
       6
       7
       8
       9
      10




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                              SCREEN NUMBER:  2

7.C)    List the name of each series or portfolio and give a consecutive  number
        to each series or  portfolio  starting  with the number 1. USE THIS SAME
        NUMERICAL  DESIGNATION  FOR  EACH  SERIES  OR  PORTFOLIO  IN THE  SERIES
        INFORMATION  BLOCK IN THE TOP RIGHT  CORNER OF THE SCREENS  SUBMITTED IN
        THIS FILING AND IN ALL SUBSEQUENT FILINGS ON THIS FORM. THIS INFORMATION
        IS REQUIRED EACH TIME THE FORM IS FILED. Is this the
    Series                                                      last filing
    Number                       Series Name                  for this series?
                                                                        (Y or N)
      11
      12
      13
      14
      15
      16
      17
      18
      19
      20




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                              SCREEN NUMBER:  2

                                                          This page is being
     INVESTMENT ADVISER/SUB-ADVISER                       filed for series  1.

8.A) Adviser Name (if any): HOLLAND & CO. L.L.C.
  B) Is this an Adviser or Sub-adviser? (A/S): A
  C) File Number: 801-43969
  D) City: NEW YORK             State: NY Zip Code: 10152 Zip Ext.:
     Foreign Country:                      Foreign Postal Code:

8.A) Adviser Name (if any):
  B) Is this an Adviser or Sub-adviser? (A/S):
  C) File Number: 801-
  D) City:                      State:    Zip Code:       Zip Ext.:
     Foreign Country:                      Foreign Postal Code:

8.A) Adviser Name (if any):
  B) Is this an Adviser or Sub-adviser? (A/S):
  C) File Number: 801-
  D) City:                      State:    Zip Code:       Zip Ext.:
     Foreign Country:                      Foreign Postal Code:



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                                SCREEN NUMBER: 3

                                                          This page is being
     ADMINISTRATOR                                        filed for series  1.

10.A) Administrator Name (if any):INVESTORS CAPITAL SERVICES, INC.
   B) File Number (if any): 
   C) City: NEW YORK             State: NY Zip Code: 10020 Zip Ext.:
      Foreign Country:                      Foreign Postal Code:

10.A) Administrator Name (if any):
   B) File Number (if any):
   C) City:                      State:    Zip Code:       Zip Ext.:
      Foreign Country:                      Foreign Postal Code:

10.A) Administrator Name (if any):
   B) File Number (if any):
   C) City:                      State:    Zip Code:       Zip Ext.:
      Foreign Country:                      Foreign Postal Code:

10.A) Administrator Name (if any):
   B) File Number (if any):
   C) City:                      State:    Zip Code:       Zip Ext.:
      Foreign Country:                      Foreign Postal Code:

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                                SCREEN NUMBER: 4
                                                          This page is being
     PRINCIPAL UNDERWRITER                                filed for series  1.

11.A) Underwriter Name (if any): AMT CAPITAL SECURITIES, L.L.C.
   B) File Number: 8-51031
   C) City: NEW YORK             State: NY Zip Code: 10020 Zip Ext.:
      Foreign Country:                      Foreign Postal Code:

11.A) Underwriter Name (if any):
   B) File Number: 8-
   C) City:                      State:    Zip Code:       Zip Ext.:
      Foreign Country:                      Foreign Postal Code:

11.A) Underwriter Name (if any):
   B) File Number: 8-
   C) City:                      State:    Zip Code:       Zip Ext.:
      Foreign Country:                      Foreign Postal Code:

11.A) Underwriter Name (if any):
   B) File Number: 8-
   C) City:                      State:    Zip Code:       Zip Ext.:
      Foreign Country:                      Foreign Postal Code:

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                                SCREEN NUMBER: 5

                                                          This page is being
     SHAREHOLDER SERVICING AGENT                          filed for series  1.

12.A) Agent Name (if any): UNIFIED FUND SERVICES, INC.
   B) File Number (if any): 84-45869
   C) City: INDIANAPOLIS         State: IN Zip Code: 46206 Zip Ext.: 6110


12.A) Agent Name (if any):
   B) File Number (if any):
   C) City:                      State:    Zip Code:       Zip Ext.:


12.A) Agent Name (if any):
   B) File Number (if any):
   C) City:                      State:    Zip Code:       Zip Ext.:


12.A) Agent Name (if any):
   B) File Number (if any):
   C) City:                      State:    Zip Code:       Zip Ext.:


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                                SCREEN NUMBER: 6

                                                          This page is being
     INDEPENDENT PUBLIC ACCOUNTANT                        filed for series  1.

13.A) Accountant Name: PRICEWATERHOUSECOOPERS
   B) City: NEW YORK             State: NY Zip Code: 10036 Zip Ext.:
      Foreign Country:                      Foreign Postal Code:


13.A) Accountant Name:
   B) City:                      State:    Zip Code:       Zip Ext.:
      Foreign Country:                      Foreign Postal Code:


13.A) Accountant Name:
   B) City:                      State:    Zip Code:       Zip Ext.:
      Foreign Country:                      Foreign Postal Code:


13.A) Accountant Name:
   B) City:                      State:    Zip Code:       Zip Ext.:
      Foreign Country:                      Foreign Postal Code:


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                                SCREEN NUMBER: 7

                                                          This page is being
     AFFILIATED BROKER/DEALER                             filed for series  1.

14.A) Broker/Dealer Name (if any):AMT CAPITAL SECURITIES L.L.C.
   B) File Number: 8-51031


14.A) Broker/Dealer Name (if any):
   B) File Number: 8-


14.A) Broker/Dealer Name (if any):
   B) File Number: 8-


14.A) Broker/Dealer Name (if any):
   B) File Number: 8-


14.A) Broker/Dealer Name (if any):
   B) File Number: 8-


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                                SCREEN NUMBER: 8

                                                          This page is being
     CUSTODIAN/SUB-CUSTODIAN                              filed for series  1.

15.A) Custodian/Sub-custodian: INVESTORS BANK & TRUST COMPANY
   B) Is this a Custodian or Sub-custodian? (C/S): C
   C) City: BOSTON               State: MA Zip Code: 02116 Zip Ext.: 1537
   D) Foreign Country:                      Foreign Postal Code:

   E) Mark ONE of the following with an 'X':

                                 TYPE OF CUSTODY

                Member Nat'l                 Foreign     Insurance Co.
     Bank       Sec. Exchg.       Self      Custodian      Sponsor
 Sec.17(f)(1)    Rule 17f-1    Rule 17f-2   Rule 17f-5    Rule 26a-2    Other
 ------------   ------------   ----------   ----------   -------------  -----

                                                X





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                                SCREEN NUMBER: 9

                                                          This page being  filed
                                                          for series 1.

18. Does Registrant's/Series' custodian(s) maintain some
     or all of Registrant's/Series' securities in a central
     depository or book-entry system pursuant to Rule 17f-4? (Y or N)  Y

19. Family of investment companies information:

   A)  Is Registrant part of a family of investment companies? (Y or N)  N

   B)    If 'Y' (Yes),  state the  number of  registered  management  investment
         companies  in the family:  0 (NOTE:  Count as a separate  company  each
         series of a series company
                and each portfolio of a multiple portfolio company;  exclude all
                series of unit investment trusts from this number.)

   C) Identify the family using 10 letters:
         (NOTE: In filing this form, use this identification consistently for
                all investment companies in the family including any unit
                investment trusts. This designation is for purposes of
                this form only.)


                                SCREEN NUMBER: 10

20. Brokerage commissions paid on portfolio transactions of Registrant:

 List the 10 brokers which received the largest amount of brokerage  commissions
 (excluding dealer concessions in underwritings) by virtue of direct or indirect
 participation  in Registrant's  portfolio  transactions,  set forth in order of
 size of gross commissions during the current reporting period:
(FOR SERIES COMPANIES, ITEMS 20 & 21 MUST BE ANSWERED IN TOTAL FOR ALL SERIES)
                                                                     Commissions
               Name of Broker                      IRS Number       Received
                                                                 (000's omitted)
                                                                               0
  J.P. MORGAN SECURITIES                           13-3224016             10
                                                                           0
                                                                           0
                                                                           0
                                                                           0
                                                                           0
                                                                           0
                                                                           0
                                                                           0

21. Aggregate brokerage  commissions paid by Registrant during current reporting
    period (000's omitted): 10

                                SCREEN NUMBER: 11

22. Registrant's portfolio transactions with entities acting as principals:

 List the 10 entities acting as principals with whom Registrant did the largest
 amount of portfolio transactions (include all short-term obligations, and U.S.
 Gov't. & tax-free securities) in both the secondary market & in underwritten
 offerings set forth in order of size based upon total value of principal
 transactions during the current reporting period: (FOR SERIES COMPANIES, ITEMS
 22 AND 23 MUST BE ANSWERED IN TOTAL FOR ALL SERIES)      Registrant  Sales by
              Name of Entity                  IRS Number  Purchases  Registrant
                                                                 (000's omitted)
INVESTORS BANK & TRUST COMPANY                 04-2447211     304194          0
J.P. MORGAN SECURITIES                         13-3224016       7039       4244
PRUDENTIAL SECURITIES, INC.                    22-2347336     335116          0
                                                                   0          0
                                                                   0          0
                                                                   0          0
                                                                   0          0
                                                                   0          0
                                                                   0          0
                                                                   0          0

23. Aggregate principal purchase/sale transactions of Registrant during current
    reporting period. C. Total Purchases:    646349 D. Total Sales:      3694
    (000's omitted)
                                SCREEN NUMBER: 12
                                                          This page being  filed
                                                          for series 1.






24.  At the end of the  current  period,  did  the  Registrant/Series  hold  any
     securities of the Registrant's/Series' regular brokers or dealers or of the
     parents  of such  brokers  or dealers  that  derive  more than 15% of gross
     revenue from securities-related activities? (Y or N): Y




     NOTE: If answer is 'N' (No), please go on to screen 15.







                                SCREEN NUMBER: 13
                                                          This page being  filed
                                                          for series 1.

25. List below the information requested about Registrant's/Series'  holdings of
    the securities of the Registrant's/Series'  regular brokers or dealers or of
    their   parents   that  derive  more  than  15%  of  gross   revenues   from
    securities-related activities:
                                                          Type of  Value of any
          Name of Regular Broker or              IRS     Security   Securities
          Dealer or Parent (Issuer)             Number    Owned    Owned at end
                                                          D=debt    of current
                                                         E=equity     period
                                                                (000's omitted)
          J.P. MORGAN & COMPANY, INC.                      E              880
                                                                            0
                                                                            0
                                                                            0
                                                                            0
                                                                            0
                                                                            0
                                                                            0


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                                SCREEN NUMBER: 14

26.  Considerations  which affected the  participation  of brokers or dealers or
     other  entities in  commissions  or other  compensation  paid on  portfolio
     transactions of Registrant:

[ FOR SERIES COMPANIES THIS ITEM IS TO BE ANSWERED IN TOTAL FOR ALL SERIES ]

    Answer each of the following with 'Y' or 'N'.

  A) Sales of Registrant's/Series' shares  -------------------------------- N B)
  Receipt of investment  research and  statistical  information  ---------- N C)
  Receipt of quotations  for portfolio  valuations  ----------------------  N D)
  Ability to execute portfolio transactions
      to obtain best price and execution --------------------------------- Y
  E) Receipt of telephone line and wire services ------------------------- N
  F) Broker or dealer which is an affiliated person ---------------------- N
  G) Arrangement to return or credit part or all of
      commissions or profits thereon:
       (i)  To investment adviser, principal underwriter,
            or an affiliated person of either ---------------------------- N
      (ii)  To Registrant ------------------------------------------------ N
  H) Other --------------------------------------------------------------- N


                                SCREEN NUMBER: 15


    SALES AND REPURCHASES





27. Is Registrant an open-end investment company? (Y or N): Y


     NOTE: If answer is 'N' (No), please delete any answers you may
           have entered for questions 28 through 44.

           If you have done this  already or not yet  responded  to  question 28
           through 44, please jump to Screen Number 23.








                                SCREEN NUMBER: 16
                                                          This page being
28. Monthly Sales and  Repurchases  of filed for series 1.  Registrant's/Series'
    Shares:

                      Total NAV       Total NAV                   Total NAV
                      of Shares       of Shares     Total NAV     of Shares
                      Sold: New      Sold: Reinv.   of Shares    Redeemed and
       Month of      Sales (Incl.    of Dividends     Sold:      Repurchased
    Current Period    Exchanges)    & Distributions   Other   (Incl. Exchanges)
                             (000's omitted)             (000's omitted)

A) First  month of period $     1061    $      101    $        0     $      331
B) Second month of period $      792    $        0    $        0     $      373
C) Third  month of period $      541    $        0    $        0     $      280
D) Fourth month of period $      323    $      168    $        0     $      313
E) Fifth  month of period $      366    $        0    $        0     $      249
F) Sixth  month of period $      777    $        0    $        0     $      455
G)      Total             $     3860    $      269    $        0     $     2001

H) Total NAV of Registrant's/Series' share sales during the
   period subject to a sales load (000's omitted)                  $        0
   (Note: 28H is the total of six months and must be
   less than or equal to 28G1 + 28G2 + 28G3)

                                SCREEN NUMBER: 17
                                                          This page being  filed
                                                          for series 1.

29. Was a  front-end  sales  load  deducted  from any  share  sales  during  the
    reporting period? (Y or N) ------------------------- N

    NOTE: If answer is 'N' (No), please jump to Screen Number 20.

30.A) Total front-end sales loads collected from sales (including  exchanges) by
      principal  underwriter or by any underwriter which is an affiliated person
      of the principal underwriter, of Registrant's/Series' shares during the
      current period (000's omitted) ------------------------------ $     0

   B) What is the maximum sales load rate in effect at the end of
      the period as a percentage of the offering price? -----------   0.00%

   C) What is the minimum  sales load rate in effect at the end of the period as
      a percentage of the offering price? ----------- 0.00%




                                SCREEN NUMBER: 18
                                                          This page being  filed
                                                          for series 1.

31.A) Net amount retained by  Registrant's/Series'  principal  underwriter or by
   any  underwriter  or dealer which is an  affiliated  person of the  principal
   underwriter  thereof  from  front-end  sales  loads  collected  from sales of
   Registrant's/Series'  shares  during the  current  period  ($000's  omitted).
   ------------------------------------ $ 0
31.B) Amount by which payout by Registrant's/Series' principal underwriter or by
   any underwriter  which is an affiliated  person of the principal  underwriter
   thereof to persons or entities selling  Registrant's/Series'  shares exceeded
   that reported in Item 30 ($000's omitted). -- $ 0

32.Amount  Registrant's/Series'  principal  underwriter and any  underwriters or
   dealers which are  affiliated  persons of the principal  underwriter  paid to
   dealers which are not  affiliated  persons of the principal  underwriter  for
   selling  Registrant's/Series'  shares that were sold with a  front-end  sales
   load during current period ($000's omitted). --- $ 0

33.Amount  paid  to  a  captive  retail  sales  force  of   Registrant's/Series'
   principal  underwriter or of any underwriter or dealer which is an affiliated
   person of the principal underwriter for selling Registrant's shares that were
   sold with a front-end  sales load during  current  period  ($000's  omitted).
   ------------------------------------ $ 0
                                SCREEN NUMBER: 19

                                                          This page being  filed
                                                          for series 1.


34. Did  Registrant/Series  impose a deferred or contingent  deferred sales load
    during the reporting period? (Y or N) ------ N

    NOTE: If answer is 'N' (No), skip the remaining questions on this screen
          and proceed to Screen Number 21.

35. Total deferred or contingent  deferred sales loads collected  during current
    period from  redemptions  and  repurchases  of  Registrant's/Series'  shares
    ($000's omitted) ------------------ $ 0

36.A) Did Registrant/Series retain all monies collected from the
      deferred or contingent deferred sales loads during the
      reporting period? (Y or N) -----------------------------------

   B) If  the  answer  to  sub-item  36A is  'N'  (No),  state  the  net  amount
      Registrant/Series  retained  from deferred or  contingent  deferred  sales
      loads ($000's omitted) ------------ $ 0



                                SCREEN NUMBER: 20

                                                          This page being  filed
                                                          for series 1.

37. Did Registrant/Series impose a redemption fee other than a deferred
    or contingent sales load during the reporting period? (Y or N) --- N
    NOTE: If answer is 'N' (No), go to item 39.

38. Total amount of redemption fees other than deferred or contingent
    deferred sales loads collected from redemptions and repurchases of
    Registrant's/Series' shares during the current period.
    ($000's omitted) ------------------------------------------------- $     0

39. Were any  account  maintenance  fees or other  administrative  fees  imposed
    directly on shareholders during the current period? (Y or N) ----- N

40. During the period,  did the  Registrant/Series  have a plan of  distribution
    adopted  pursuant to rule 12b-1?  (Y or N) ------------ N NOTE: If answer is
    'N' (No), jump to Screen 23 for your next screen.

41. During the period,  did  Registrant/Series  use its assets  directly to make
    payments under the 12b-1 plan? (Y or N) ------------------ N NOTE: If answer
    is 'N' (No), go to next screen  (Screen 22) and begin  answering at question
    44.

                                SCREEN NUMBER: 21

                                                          This page being
42. For the current period, indicate the filed for series 1. percentage of total
    dollars paid directly by Registrant/Series  under the 12b-1 plan for each of
    the following:
    (Round to the nearest whole percent)
   A) Advertising -------------------------------------------------   0%
   B) Printing and mailing of prospectuses to other than
      current shareholders ----------------------------------------   0%
   C) Payments to underwriters ------------------------------------   0%
   D) Payments to brokers or dealers ------------------------------   0%
   E) Direct payments to sales personnel --------------------------   0%
   F) Payments to banks and savings and loans ---------------------   0%
   G) Other uses, incl. payments to investment adviser
      separate from the advisory fee ------------------------------   0%
   H) Unallocated payments made for a combination of such services    0%

43. Total amount paid directly by  Registrant/Series  pursuant to its 12b-1 plan
    ($000's omitted) ---------------------------- $ 0

44. If an investment  adviser or other  affiliated  person of  Registrant/Series
    made  unreimbursed  payments  pursuant to  Registrant's/Series'  12b-1 plan,
    state the total amount of such payments. ($000's omitted) ----- $ 0


                                SCREEN NUMBER: 22

Contracts                                                 This page being  filed
                                                          for series 1.
45. Did  Registrant/Series  have an advisory contract during the period? (If 'N'
    (No), jump to screen 26 for your next screen.) --------------- Y
46. Did  Registrant/Series  pay more than one  investment  adviser  directly for
    investment  advice during the period?  (If 'Y' (Yes),  answer items 47-52 in
    the aggregate for all such investment advisers.) ------------ N
47. Was  Registrant's/Series'  advisory fee based solely on a percentage  of its
    assets? (Y or N) ------------------------------------------------- Y
48. If  answer to 47 is 'Y'  (Yes),  fill in the  table or the  single  fee rate
    applied to Registrant's/Series' assets based on the advisory contract.
                                              SINGLE FEE RATE -------  0.750%
          STEP:              ASSET VALUE ($000's omitted)     ANNUAL FEE RATE
    A) first   -              $       0                            0.000%
    B) of next -              $       0                            0.000%
    C) of next -              $       0                            0.000%
    D) of next -              $       0                            0.000%
    E) of next -              $       0                            0.000%
    F) of next -              $       0                            0.000%
    G) of next -              $       0                            0.000%
    H) of next -              $       0                            0.000%
    I) of next -              $       0                            0.000%
    J) of next -              $       0                            0.000%
    K) over    -              $       0                            0.000%
                                SCREEN NUMBER: 23
                                                          This page being
    ADVISORY FEE                                          filed for series  1.

                                                                        (Y or N)
49. Was  Registrant's/Series'  advisory  fee during the period based solely on a
    percentage of its income? -------------------------- N

50. Was  Registrant's/Series'  advisory  fee  during  the  period  based on some
    combined percentage of its income & assets? ------------ N

51. Was Registrant's/Series' advisory fee during the period based in whole or in
    part on its investment performance? ------------- N

52. Was Registrant's/Series' advisory fee during the period based in whole or in
    part  upon  the  assets,   income  or  performance  of  other   registrants?
    --------------------------------------------- N

53.A) Were the expenses of the Registrant/Series  limited or reduced at any time
      during the period by some  agreement or  understanding  other than by blue
      sky laws? ------------------- Y [ If 53A is 'Y' (Yes), was limitation that
      applied during
         current period based upon: ]
                                     B) Assets? Y C) Income?      (Y or N)

                                SCREEN NUMBER: 24

                                                          This page being  filed
                                                          for series 1.

54. Indicate  below  whether  services  were  supplied  or paid for wholly or in
    substantial part by investment  adviser(s) or administrator(s) in connection
    with the advisory or administrative contract(s) but for which the adviser(s)
    or administrator(s) are not reimbursed by the Registrant:
                                                                        (Y or N)
  A) Occupancy and office rental ------------------------------------------ Y B)
  Clerical and bookkeeping  services  ------------------------------------  Y C)
  Accounting  services  --------------------------------------------------  N D)
  Services of independent  auditors  -------------------------------------  N E)
  Services of outside  counsel  ------------------------------------------  N F)
  Registration  and filing fees  -----------------------------------------  N G)
  Stationery,  supplies and printing  ------------------------------------  N H)
  Salaries & compensation of Registrant's  interested  directors  --------- Y I)
  Salaries & compensation of Registrant's  disinterested  directors  ------ N J)
  Salaries & compensation  of  Registrant's  officers who are not directors Y K)
  Reports to current  shareholders  --------------------------------------  N L)
  Determination of offering and redemption  prices  ----------------------  N M)
  Trading  department  ---------------------------------------------------  Y N)
  Prospectus  preparation and printing for current  shareholders  --------- N O)
  Other ---------------------------------------------------------------- Y

                                SCREEN NUMBER: 25

                                                          This page being  filed
                                                          for series 1.
    MISCELLANEOUS INFORMATION


55. Did Registrant/Series have any of the following
    outstanding at any time during the current period               (Y or N)
    which exceeded 1% of aggregate net assets?

    A) Overdrafts --------------------------------------------------    N
    B) Bank Loans --------------------------------------------------    N


56. During the period did the  Registrant's/Series'  investment  adviser(s) have
    advisory clients other than investment companies? --------- N


57. Did the  Registrant/Series  adjust the number of its shares  outstanding  by
    means of a stock split or stock dividend? ------- N





                                SCREEN NUMBER: 26

                                                          This page being
      CLASSIFICATION                                      filed for series  1.
                                                                      (Y or N)
58.A) Is  Registrant/Series  a separate  account of an insurance  company?  N If
      answer is 'Y' (Yes), are any of the following types of contracts funded by
      the      Registrant:       B)      Variable       annuity       contracts?
      ---------------------------------   C)  Scheduled  premium  variable  life
      contracts? ------------------ D) Flexible premium variable life contracts?
      ------------------- E) Other types of insurance products registered under
         the Securities Act of 1933? ---------------------------------

59. Is Registrant/Series a management investment company? ------------    Y

60.A) Was Registrant/Series a diversified investment company at any
      time during the reporting period? ------------------------------    Y
   B) Is Registrant/Series a diversified investment company as of the end of the
      reporting period? ----------------------------------- Y

61. What is the lowest minimum initial investment required by
    Registrant/Series from an investor that is not an employee or
    otherwise affiliated with the Registrant/Series, its adviser,
    principal underwriter or other affiliated entity?               $    1000

                                SCREEN NUMBER: 27

62.A) Does the Registrant/Series invest primarily in      This page being
     debt securities, including convertible debt          filed for series  1.
     securities, options & futures on debt
     securities or indices of debt securities? (Y or N) -----------   N
NOTE: If answer is 'N' (No), jump to Screen Number 30.
      If answer is 'Y' (Yes), state the percentage of net assets
      in each type at the end of the current period:

SHORT-TERM MATURITIES

B) U.S. Treasury                          0.0% C) U.S. Government Agency   0.0%
D) Repurchase agreements                  0.0% F) Bank Certificates of
E) State and Municipal tax-free           0.0%    deposit-Domestic         0.0%
G) Bank Certificates of deposit-Foreign   0.0% H) Bankers acceptances      0.0%
I) Commercial paper taxable               0.0% J) Time deposits            0.0%
K) Options                                0.0% L) All other                0.0%

INTERMEDIATE & LONG-TERM MATURITIES

M) U.S. Treasury                          0.0% N) U.S. Government Agency   0.0%
O) State and Municipal tax-free           0.0% P) Corporate                0.0%
Q) All other                              0.0%

R) Investments other than debt securities   0.0%
                              SCREEN NUMBER: 28
                                                          This page being  filed
                                                          for series 1.

63. State the dollar weighted average portfolio maturity at the end of the
    period covered by this report in days or, if longer than 1 yr.,
    in years to one decimal place:                                A:   0  days
                                                                   B: 0.0  years

64.A) Is the timely payment of principal and interest on any of the
      instruments listed in item 62 insured or guaranteed by an entity
      other than the issuer? (Y or N) -----------------------------------

   B) Is the  issuer  of any  instrument  covered  in item 62  delinquent  or in
      default as to payment of  principal  or interest at the end of the current
      period? (Y or N) --------------------------------------  [If answer is 'N'
      (No), jump to screen 30 for your next screen.]

65. In computations of NAV per share, is any part of the value
    attributed to instruments identified in sub-item 64B derived
    from insurance or guarantees? (Y or N) ------------------------------




                                SCREEN NUMBER: 29

66.A) Is the  Registrant/Series  a fund that This page being usually  invests in
      equity securities, filed for series 1.
      options & futures on equity securities,
      indices of equity securities or securities
      convertible  into equity  securities?  -----------------------------  Y If
answer is 'N', go to item 67. Otherwise place a 'Y' on the line below which best
describes its primary investment objective (place an 'N' on other lines).

         B) Aggressive  capital  appreciation  ---------------------------  N C)
         Capital appreciation -------------------------------------- N D) Growth
         ----------------------------------------------------  N E)  Growth  and
         income    -----------------------------------------    N   F)    Income
         ----------------------------------------------------  N G) Total return
         ---------------------------------------------- Y

67. Is the Registrant/Series a balanced fund? (Y or N) ---------------- Y
68. Does the Registrant/Series have more than 50% of its net assets
    at the end of the current period invested in:
         A) The securities of issuers engaged primarily in the pro-
            duction or distribution of precious metals? (Y or N) ------ N
         B) The securities of issuers located primarily in countries
            other than the United States? (Y or N) -------------------- N
69. Is the Registrant/Series an index fund? (Y or N) ------------------ N

                                SCREEN NUMBER: 30

                                                          This page being
     INVESTMENT PRACTICES                                 filed for series  1.
70.      Activity                            Permitted by invest-  Engaged in
                                                ment policies?     this period?
                                                        (Y or N)    (Y or N)
A) Writing or investing in repurchase agreements           Y           Y
B) Writing or investing in options on equities             N           N
C) Writing or investing in options on debt securities      N           N
D) Writing or investing in options on stock indices        N           N
E) Writing or investing in interest rate futures           N           N
F) Writing or investing in stock index futures             N           N
G) Writing or investing in options on futures              N           N
H) Writing or investing in options on stock index futures  N           N
I) Writing or investing in other commodity futures         N           N
J) Investments in restricted securities                    Y           N
K) Investments in shares of other investment companies     Y           N
L) Investments in securities of foreign issuers            Y           N
M) Currency exchange transactions                          N           N
N) Loaning portfolio securities                            N           N
O) Borrowing of money                                      Y           N
P) Purchases/sales by certain exempted affiliated persons  N           N
Q) Margin purchases                                        N           N
R) Short selling                                           N           N

                                SCREEN NUMBER: 31

                                                          This page being
71. Portfolio turnover rate for the current filed for series 1. reporting period

   A) Purchases  ($000's omitted)  ----------------------------------  $ 7039 B)
   Sales  [including  all  maturities]  ($000's  omitted)  ----------- $ 4244 C)
   Monthly  average  value of portfolio  ($000's  omitted)  --------- $ 25700 D)
   Percent turnover (use lesser of 71A) or 71B) divided by 71C)) 16%
NOTE: Item 71D) should be a whole number; round if necessary.

      FINANCIAL INFORMATION

72.A) How many months do the answers to 72 and 73 cover? -----------  12 months
      INCOME                                                   (000's omitted)
   B) Net interest income -----------------------------------------  $     693
   C) Net dividend income -----------------------------------------  $     326
   D) Account maintenance fees ------------------------------------  $       0
   E) Net other income --------------------------------------------  $       0
      EXPENSES
   F) Advisory fees -----------------------------------------------  $     215
   G) Administrator(s) fees ---------------------------------------  $      50
                                     (Negative answers are allowed)
   H) Salaries and other compensation -----------------------------  $       0

                                SCREEN NUMBER: 32

                                                          This page being
FINANCIAL INFORMATION (Cont. from Screen 32)              filed for series  1.

  EXPENSES (Negative answers are allowed)   For the period covered by this form
                                                          ($000's omitted)
72.I) Shareholder servicing agent fees ------------------- $       61
   J) Custodian fees ------------------------------------- $       12
   K) Postage -------------------------------------------- $        0
   L) Printing expenses ---------------------------------- $       24
   M) Directors' fees ------------------------------------ $       24
   N) Registration fees ---------------------------------- $       33
   O) Taxes ---------------------------------------------- $        0
   P) Interest ------------------------------------------- $        0
   Q) Bookkeeping fees paid to anyone
      performing this service ---------------------------- $        0
   R) Auditing fees -------------------------------------- $       20
   S) Legal fees ----------------------------------------- $       26
   T) Marketing/distribution payments including
      payments pursuant to a rule 12b-1 plan ------------- $        0
   U) Amortization of organization expenses -------------- $       33
   V) Shareholder meeting expenses ----------------------- $        0
   W) Other expenses ------------------------------------- $       28
   X) Total expenses ------------------------------------- $      526

                                SCREEN NUMBER: 33

                                                          This page being
FINANCIAL INFORMATION (Cont. from Screen 33)              filed for series  1.

  EXPENSES  (Negative answers are allowed For the period covered by this form on
            this screen for 72Z only) ($000's omitted)
72.Y) Expense reimbursements ----------------------------- $       96
   Z) Net investment income ------------------------------ $      589
  AA) Realized capital gains ----------------------------- $      293
  BB) Realized capital losses ---------------------------- $        0
  CC) 1. Net unrealized appreciation during the period --- $     
      2. Net unrealized depreciation during the period --- $      233
  DD) 1. Total income dividend
         passed during the period ------------------------ $      594
      2. Dividends for a second class of open-end
         company shares -----------------------------------$        0
  EE) Total capital gains distributions for which
      record date passed during the period --------------- $        0
73. Distributions per share for which record date passed during the period:
       NOTE: Show in fractions of a cent if so declared.
   A) 1. Dividends from net investment income ------------ $   0.2900
      2. Dividends for a second class of open-end
         company shares ---------------------------------- $   0.0000
   B) Distribution of capital gains ---------------------- $   0.0000
   C) Other distributions -------------------------------- $   0.0000
                                SCREEN NUMBER: 34
                                                          This page being  filed
                                                          for series 1.
                                             As of the end of current reporting
74. Condensed balance sheet data:              period (000's omitted except
                                                   for per share amounts)
   A) Cash ----------------------------------------------- $        0
   B) Repurchase agreements ------------------------------ $     2419
   C) Short-term debt securities other than
      repurchase agreements ------------------------------ $        0
   D) Long-term debt securities including
      convertible debt------------------------------------ $     9604
   E) Preferred, convertible preferred, and
      adjustable rate preferred stock -------------------- $        0
   F) Common stock --------------------------------------- $    17849
   G) Options on equities -------------------------------- $        0
   H) Options on all futures ----------------------------- $        0
   I) Other investments ---------------------------------- $        0
   J) Receivables from portfolio instruments sold -------- $        0
   K) Receivables from affiliated persons ---------------- $        0
   L) Other receivables ---------------------------------- $      130
   M) All other assets ----------------------------------- $       75
   N) Total assets --------------------------------------- $    30077


                                SCREEN NUMBER: 35
                                                          This page being
(Continued from Screen 35)                                filed for series  1.
   Condensed balance sheet data:         As of the end of current reporting
                                        period (000's omitted except for per
                                        share amounts and number of accounts)
74.O) Payables for portfolio instruments purchased ----------------- $        0
   P) Amounts owed to affiliated persons --------------------------- $        0
   Q) Senior long-term debt ---------------------------------------- $        0
   R) Other liabilities:  1. Reverse repurchase agreements --------- $        0
                          2. Short sales --------------------------- $        0
                          3. Written options ----------------------- $        0
                          4. All other liabilities ----------------- $       36
   S) Senior equity ------------------------------------------------ $        0
   T) Net assets of common shareholders ---------------------------- $    30041
   U) 1. Number of shares outstanding ------------------------------          0
      2. Number of shares outstanding of a second class of shares
         of open-end company ---------------------------------------          0
   V) 1. Net asset value per share (to nearest cent) --------------- $    13.74
      2. Net asset value per share of a second class of open-end
         company shares (to nearest cent) -------------------------- $     0.00
   W) Mark-to-market net asset value per share
      for money market funds only (to 4 decimals) ------------------ $   0.0000
   X) Total number of shareholder accounts -------------------------       1661
   Y) Total value of assets in segregated accounts ----------------- $        0
                                SCREEN NUMBER: 36
                                                          This page being  filed
                                                          for series 1.



75. Average net assets during the current  reporting  period  ($000's  omitted).
    Answer only one:

   A) Daily average (for money market funds) ----------------------- $       0

   B) Monthly average (for all other funds) -----------------------  $   28701



76. Market price per share at end of period (closed-end funds only)  $    0.00









                                SCREEN NUMBER: 37

77.A) Is the Registrant filing any of the following attachments
      with the current filing of Form N-SAR? (ANSWER FOR ALL
      SERIES AS A GROUP) (Y or N) ------------------------------- Y
 NOTE: If answer is 'Y' (Yes), mark those items
       below being filed as an attachment to this              Filed as
       form or incorporated by reference.                     Attachment
   B) Accountant's report on internal control  -------------------  Y C) Matters
   submitted to a vote of security holders  ----------- D) Policies with respect
   to    security    investment     --------------    E)    Legal    proceedings
   -----------------------------------------  F)  Changes in  security  for debt
   ------------------------------  G) Defaults and arrears on senior  securities
   -----------------     H)     Changes     in     control     of     Registrant
   --------------------------   I)   Terms   of   new  or   amended   securities
   ------------------------ J) Revaluation of assets or restatement of
      capital share account -------------------------------------
   K) Changes in Registrant's certifying account ----------------
   L) Changes in accounting principles and practices ------------
   M) Mergers ---------------------------------------------------
   N) Actions required to be reported pursuant to Rule 2a-7 -----
   O) Transactions effected pursuant to Rule 10f-3 --------------
   P) Information required to be filed pursuant
      to exemptive orders ---------------------------------------
                       (Item 77 continued on next screen)
                                SCREEN NUMBER: 38




 77. (Continued) Mark those items below being filed as
       an attachment to this form or incorporated form         Filed as
       or incorporated by reference.                          Attachment

  Q1) Exhibits --------------------------------------------------Y
  Q2) Any information called for by instructions to
      sub-item 77Q2 ---------------------------------------------
  Q3) Any information called for by instructions to
      sub-item 77Q3 ---------------------------------------------


 78. Does the Registrant have any wholly-owned investment company
     subsidiaries whose operating & financial data are consolidated
     with that of Registrant in this report? (Y or N) N

                NOTE: If answer is 'N' (No), jump to Screen 41.





                                SCREEN NUMBER: 39




       79. List the  '811'  numbers  and  names  of  Registrant's  wholly  owned
           investment company subsidiaries consolidated in this report.

         811 Number                          Subsidiary Name

         811-
         811-
         811-
         811-
         811-
         811-
         811-
         811-
         811-
         811-




   Press Ctrl-Left Arrow for previous, Ctrl-Right Arrow for next/more.
                                SCREEN NUMBER: 40
     ANNUAL                                               SUPPLEMENT  This  page
                                                          being filed for series
                                                          1.

  Screens  41 & 42  are  to be  filed  only  once  each  year,  at  the  end  of
  Registrant's/Series' fiscal year.

80. Fidelity bond(s) in effect at the end of the period:
    A) Insurer name: VIGILANT INSURANCE COMPANY
    B) Second insurer:
    C) Aggregate face amount of coverage for  Registrant/Series  on all bonds on
       which it is named as an insured (000's omitted): $ 350

81.    A) Is the  bond  part of a  joint  fidelity  bond(s)  shared  with  other
       investment companies, or other entities? (Y or N) - N
    B) If answer to 81A is 'Y' (Yes),  how many other investment  companies,  or
       other entities are covered by the bond?  (Count each series as a separate
       investment company.) -------- 0

82.    A) Does the mandatory coverage of the fidelity bond have a deductible? (Y
       or N) ---------------------------------- Y
    B) If the answer to 82A is 'Y' (Yes), what is the
       amount of the deductible? ($000's omitted) ------------------ $      10


                                SCREEN NUMBER: 41

       ANNUAL                                             SUPPLEMENT (Continued)
                                                          This page being  filed
                                                          for series 1.


83.A) Were any claims with respect to this Registrant/
      Series filed under the bond during the period? (Y or N) -------- N
   B) If the answer to 83 A) is 'Y' (Yes), what was the
      total amount of such claims? ($000's omitted) ----------------- $       0

84.A) Were any losses incurred with respect to this Registrant/Series that could
      have been filed as a
      claim under the fidelity bond but were not? (Y or N) ----------- N
   B) If the answer to 84 A) is 'Y' (Yes), what was the
      total amount of such losses? ($000's omitted) ----------------- $       0

85.A) Are  Registrant's/Series'  officers and directors  covered as officers and
      directors of  Registrant/Series  under any errors and omissions  insurance
      policy owned by the Registrant/Series or anyone else (Y or N) --------- Y
   B) Were any claims filed under such policy during the
      period with respect to the Registrant/Series? (Y or N) --------- N



                                SCREEN NUMBER: 42

    Closed-End Investment Companies Only

86. Sales, repurchases, and redemptions of Registrant's securities:
                                         Number of Shares            Net
                                           or Principal         Consideration
                                          Amount of Debt       Received or Paid
                                         ($000's omitted)      ($000's omitted)
    Common Stock:

     A) Sales                                     0               $     0
     B) Repurchases                               0               $     0

    Preferred Stock:

     C) Sales                                     0               $     0
     D) Repurchases and Redemptions               0               $     0

    Debt Securities

     E) Sales                               $     0               $     0
     F) Repurchases and Redemptions         $     0               $     0

                                SCREEN NUMBER: 43

    Closed-End Investment Companies Only

87. Securities of Registrant  registered  on a national  securities  exchange or
    listed on NASDAQ:
                                                     CUSIP or        Ticker
       Title of each class of securities            NASDAQ No.       Symbol

A)
B)
C)


88. Did Registrant  have any of the following  outstanding  which exceeded 1% of
    aggregate net assets at any time during the period?

                                                  (Y or N)

    A) Notes or bonds ------------------------------
    B) Uncovered options ---------------------------
    C) Margin loans --------------------------------
    D) Preferred stock -----------------------------

                                SCREEN NUMBER: 44

<TABLE> <S> <C>




<ARTICLE> 6
<SERIES>
   <NUMBER> 1
   <NAME> HOLLAND BALANCED FUND
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>               SEP-30-1998
<PERIOD-END>                    SEP-30-1998
<INVESTMENTS-AT-COST>                                26670
<INVESTMENTS-AT-VALUE>                               29872
<RECEIVABLES>                                          130
<ASSETS-OTHER>                                          75
<OTHER-ITEMS-ASSETS>                                     0
<TOTAL-ASSETS>                                       30077
<PAYABLE-FOR-SECURITIES>                                 0
<SENIOR-LONG-TERM-DEBT>                                  0
<OTHER-ITEMS-LIABILITIES>                               36
<TOTAL-LIABILITIES>                                     36
<SENIOR-EQUITY>                                          0
<PAID-IN-CAPITAL-COMMON>                             26443
<SHARES-COMMON-STOCK>                                 2186
<SHARES-COMMON-PRIOR>                                 1955
<ACCUMULATED-NII-CURRENT>                              217
<OVERDISTRIBUTION-NII>                                   0
<ACCUMULATED-NET-GAINS>                                180
<OVERDISTRIBUTION-GAINS>                                 0
<ACCUM-APPREC-OR-DEPREC>                              3201
<NET-ASSETS>                                         30041
<DIVIDEND-INCOME>                                      326
<INTEREST-INCOME>                                      693
<OTHER-INCOME>                                           0
<EXPENSES-NET>                                         430
<NET-INVESTMENT-INCOME>                                589
<REALIZED-GAINS-CURRENT>                               293
<APPREC-INCREASE-CURRENT>                             (233)
<NET-CHANGE-FROM-OPS>                                  649
<EQUALIZATION>                                           0
<DISTRIBUTIONS-OF-INCOME>                              594
<DISTRIBUTIONS-OF-GAINS>                                 0
<DISTRIBUTIONS-OTHER>                                    0
<NUMBER-OF-SHARES-SOLD>                                541
<NUMBER-OF-SHARES-REDEEMED>                            352
<SHARES-REINVESTED>                                     42
<NET-CHANGE-IN-ASSETS>                                3253
<ACCUMULATED-NII-PRIOR>                                189
<ACCUMULATED-GAINS-PRIOR>                             (113)
<OVERDISTRIB-NII-PRIOR>                                  0
<OVERDIST-NET-GAINS-PRIOR>                            (113)
<GROSS-ADVISORY-FEES>                                  215
<INTEREST-EXPENSE>                                       0
<GROSS-EXPENSE>                                        526
<AVERAGE-NET-ASSETS>                                 28701
<PER-SHARE-NAV-BEGIN>                                13.70
<PER-SHARE-NII>                                        .28
<PER-SHARE-GAIN-APPREC>                                .05
<PER-SHARE-DIVIDEND>                                     0
<PER-SHARE-DISTRIBUTIONS>                              .29
<RETURNS-OF-CAPITAL>                                     0
<PER-SHARE-NAV-END>                                  13.74
<EXPENSE-RATIO>                                       1.50
<AVG-DEBT-OUTSTANDING>                                   0
<AVG-DEBT-PER-SHARE>                                     0
        



</TABLE>



              HOLLAND SERIES FUND, INC.
 Form N-SAR for the period ending September 30, 1998
                File Number 811-9060






This  report is signed on behalf of the  Registrant  in the City of New York and
the State of New York on the 24th day of November 1998.



              HOLLAND SERIES FUND, INC.




                                         By: /s/William E. Vastardis
                                              William E. Vastardis
                          Treasurer




Witness: /s/Eric P. Nachimovsky
            Eric P. Nachimovsky




To the Shareholders and Board of Directors of
Holland Balanced Fund

          Report of Independent Accountants


To the Shareholders and Board of Directors of
Holland Balanced Fund


In planning and  performing  our audit of the  financial  statements  of Holland
Balanced Fund (the "Fund") for the year ended  September 30, 1998, we considered
its internal control,  including controls for safeguarding securities,  in order
to determine our auditing  procedures  for the purpose of expressing our opinion
on the financial  statements and to comply with the  requirements of Form N-SAR,
not to provide assurance on internal control.

The  management of the Fund is  responsible  for  establishing  and  maintaining
internal control. In fulfilling this responsibility,  estimates and judgments by
management  are  required to assess the expected  benefits and related  costs of
controls.  Generally,  controls  that are  relevant  to an audit  pertain to the
entity's objective of preparing financial  statements for external purposes that
are  fairly   presented  in  conformity  with  generally   accepted   accounting
principles.   Those  controls   include  the   safeguarding  of  assets  against
unauthorized acquisition, use or disposition.

Because of inherent  limitations in internal control,  errors or fraud may occur
and not be detected.  Also,  projection of any evaluation of internal control to
future periods is subject to the risk that it may become  inadequate  because of
changes in conditions or that the  effectiveness of the design and operation may
deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in  internal   control  that  might  be  material   weaknesses  under  standards
established  by the  American  Institute  of  Certified  Public  Accountants.  A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk  that  misstatements  caused  by error or fraud in  amounts  that  would be
material in relation to the financial statements being audited may occur and not
be  detected  within a timely  period  by  employees  in the  normal  course  of
performing  their assigned  functions.  However,  we noted no matters  involving
internal  control  and  its  operation   including   controls  for  safeguarding
securities,  that we consider to be material  weaknesses  as defined above as of
September 30, 1998.  This report is intended  solely for the information and use
of  management  and the Board of  Directors of the Fund and the  Securities  and
Exchange Commission.



PricewaterhouseCoopers LLP
New York, New York
October 27, 1998



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