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 at end of Form before preparing Form.


1.     Name and address of issuer:
               		                                    
                            HILLIARD-LYONS GOVERNMENT FUND, INC.    
                                          

2.     Name of each series or class of funds for which this notice is filed:
         
 		Common Stock			            
                   

3.     Investment Company Act File Number:      811-3070   

        Securities Act File Number:	2-68290
              

4.     Last day of fiscal year for which this notice is filed:
          		August 31, 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:
                                                                           [  ]

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:
                                             N/A
      

8.     Number and amount of securities registered during the fiscal year
        other than pursuant to rule 24f-2:
        
         			N/A

9.     Number and aggregate sale price of securities sold during the 
        fiscal year:
      
            			$1,341,481,777

10.    Number and aggregate sale price of securities sold during the 
         fiscal year in reliance upon registration pursuant to rule 24f-2:
        			$1,341,481,777
          

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):
        
            			$19,471,857

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):
                                                                   1,341,481,777

         (ii)  Aggregate price of shares issued in connection with dividend
                reinvestment plans (from item 11, if applicable):
                                                                   +  19,471,857
			 
         (iii) Aggregate price of shares redeemed or repurchased during
                the fiscal year (if applicable):
                                                                  1,269,235,727

         (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 during
                 the fiscal year in reliance on rule 24f-2 [line (i), plus line
                 (ii), less line (iii), plus line (iv)] (if applicable):
                                                                    91,717,907

         (vi)   Multiplier prescribed by Section 6(b) of the securities Act
                  of 1933 or other applicable law or regulation (see instruc-
                  tion C.6):
   					 /3300                                         

         (vii)  Fee due [line (i) or line (v) multiplied by line (vi)]:
					       27,793.31

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 Com-
         mission'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:
			October 16, 1996

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)*
                                                MICHAEL L. HOWARD
			Secretary   

           Date	October  15, 1996

*Please print the name and title of the signing officer below the signature.