April 22, 1996
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for The Needham Funds, Inc.
File No. 33-98310
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940,
the above referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
This filing is being completed prior to the 120 day deadline
given to Funds not reducing their fees by securities
redeemed, as explained in paragraph c of the rule.
We will obtain confirmation of this filing via our CompuServe
account, 72741,733. If there are any questions on
this filing I can be reached at (302) 791-2919.
Very Truly Yours,
Wendy McGee
Legal Assistant
Enclosures
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:
The Needham Funds, Inc.
445 Park Avenue, 2nd Floor
New York, NY 10022
2. Name of each series or class of funds for which this notice
is filed:
Needham Growth Fund
3. Investment Company Act File Number: 33-98310
Securities Act File Number: 811-9114
4. Last day of fiscal year for which this notice is
filed:12/31/95
5. Check box if this notice is being filed more than 180 days
after the close of the issuers fiscal year for purposes
of reporting securities sold after the close of the fiscal
year but before termination of the issuers 24f-2 declaration:
[ ]
6. Date of termination of issuers declaration under rule
24f-2(a)(1), if applicable:
N/A
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
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:
Number: 44,000
Sale Price: $440,000
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
Number: 44,000
Sale Price: $440,000
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable:
None
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): $ 440,000
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + 0
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 0
(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): $ 440,000
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation: / 2900
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ 151.72
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: 4/19/96
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 /s/ Joel L. Weiss
Joel L. Weiss
Assistant Treasurer
Date: April 22, 1996
FULBRIGHT & JAWORSKI
L.L.P.
A Registered Limited Liability Partnership
666 Fifth Avenue
New York, New York 10103-3198
telephone: 212/318-3000
facsimile: 212/752-5958
April 18, 1996
The Needham Funds, Inc.
445 Park Avenue
New York, New York 10022
Dear Sirs:
We refer to the filing by The Needham Funds, Inc., a corporation
organized under the laws of the State of Maryland (the "Fund"),
of a "Rule 24f-2 Notice" pursuant to Rule 24f-2 promulgated
under the Investment Company Act of 1940, as amended, in which
the Fund reported sales during the fiscal year ended December 31,
1995 of 440,000 shares of beneficial interest of the Fund (the
"Shares").
We, as counsel to the Fund, have examined such documents and
reviewed such questions of law as we deemed necessary for the
purposes of this opinion. As to various questions of fact
material to this opinion, we have relied upon a certificate
provided by an officer of the Fund. On the basis of such
examination and review, we advise you that, in our opinion, the
Shares have been legally issued and are fully paid and
nonassessable.
We consent to the filing of this opinion together with the Rule
24f-2 Notice referred to above. This consent is not to be
construed as an admission that we are a person whose consent is
required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations thereunder.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
Fulbright & Jaworski L.L.P.
