February 26, 1997
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.
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: 811-9114
Securities Act File Number: 33-98310
4. Last day of fiscal year for which this notice is filed: December 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: 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: 1,066,793
Sale Price: $14,236,574
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 1,066,793
Sale Price: $14,236,574
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 39,569
Sale Price: $576,920
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): $ 14,236,574
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 576,920
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 2,448,634
(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): $ 12,364,860
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation: / 3300
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 3,746.93
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: 2/11/97
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/Howard S. Schachter
Howard S. Schachter
Executive Vice President
Date: February 26, 1997
February 24, 1997
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 Maryland corporation
(the "Fund"), of a "Rule 24f-2 Notice" pursuant to Rule 24f-2 promulgated
under the Investment Company Act of 1940, in which the Fund reported sales
during the fiscal year ended December 31, 1996 of 1,106,362 shares of common
stock 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 the Secretary 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 of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/Fulbright & Jaworski L.L.P.
Fulbright & Jaworski L.L.P.
