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:
Oppenheimer International Growth Fund
Two World Trade Center
New York, New York 10048-0203
2. Name of each series or class of funds for which this notice is
filed:
Oppenheimer International Growth Fund - Class C
3. Investment Company Act File Number: 811-07489
Securities Act File Number: 333-00201
4. Last day of fiscal year for which this notice is filed: 11/30/96
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:
206,770 $2,202,270
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
206,770 $2,202,270
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): -0-
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): $2,202,270
------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): +$ -0-
-------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$240,166
-------------
(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): $1,962,104
------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/3300
------------
(vii) Fee due (line (i) or line (v) multiplied
by line (vi)): $595
------------
Instruction: Issuers should complete line (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 Instructions C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rule 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:
January 28, 1997; Fed Wire #3920
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.
Oppenheimer International Growth Fund
/s/ Robert J. Bishop
By:______________________________________
Robert J. Bishop, Assistant Treasurer
Date: 1/27/97
cc: Ronald Feiman, Esq.
Katherine Feld
Gloria LaFond
sec\825c.24f
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GORDON ALTMAN BUTOWSKY WEITZEN SHALOV & WEIN
114 West 47th Street New York, N.Y. 10036-1510
Telephone:(212) 626-0800 Telecopier (212) 626-0799
January 27, 1997
Oppenheimer International Growth Fund
Two World Trade Center
New York, New York 10048-0203
Ladies and Gentlemen:
In connection with the public offering of Class C shares of
beneficial interest, no par value (the "Shares") of Oppenheimer International
Growth Fund, Inc. (the "Fund"), we have examined such records and documents
and have made such further investigation and examination as we deemed
necessary for the purpose of this opinion.
It is our opinion that the Shares, the registration of which
is made definite by the accompanying Rule 24f-2 Notice of the Fund, were legally
issued, fully paid and non-assessable by the Fund to the extent set forth in its
Prospectus forming part of its Registration Statement under the Securities Act
of 1933, as amended.
We hereby consent to the filing of this opinion with said
Notice.
Very truly yours,
/s/GORDON ALTMAN BUTOWSKY
WEITZEN SHALOV & WEIN
