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,
Please print or type.
1. Name and address of issuer:
The Wall Street Fund, Inc.
230 Park Avenue, Suite 1159
New York, NY 10169
2. Name of each series or class of funds for which this notice is
filed:
The Wall Street Fund, Inc. Common Stock, $1 par value.
3. Investment Company Act File Number: 811-515
Securities Act File Number: 2-10822
4. Last day of fiscal year for which this notice is filed: December 31, 1995
5. Check box if this notice is being filed more than 180 days
after 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:
189,693.99 shares - $1,593,430 (@ 2/14/96 POP $8.40/share)
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:
360,503 shares - $2,780,021
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
170,809.01 shares - $1,186,591
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 (already included in line #9)
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):
$ 1,186,591
(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):
- 821,654
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees purusant 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):
+ 364,937
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/2900
(vii) Fee due[line (I) or line (v) multiplied by line (vi)]
$ 125.84
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
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:
Utilizing portion of credit balance in account number
0000104300-9
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 Miola, Treasurer
Date February 28, 1996
*Please print the name and title of the signing officer
below the signature.
STRADLEY RONON STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215)564-8000
Fax: (215) 564-8120
Direct Dial: (215) 564-8074
February 27, 1996
The Wall Street Fund, Inc.
230 Park Avenue, Suite 1159
New York, NY 10169
Gentlemen:
You have informed us that, in accordance with
Rule 24f-2 under the Investment Company Act of 1940, as amended
(the "1940 Act"), The Wall Street Fund, Inc., a Maryland corporation
(the "Fund"), intends to file a Rule 24f-2 Notice (the "Notice") with
the United States Securities and Exchange Commission (the "SEC"),
setting forth, among other things, that during the period beginning
January 1, 1995 and ending December 31, 1995, the Fund sold 170,809.01
shares of its common stock for an aggregate offering price of $1,186,591
pursuant to its election under Rule 24f-2, including shares issued in
connection with the reinvestment of dividends and distributions.
The Notice will be filed to make definite the number
of shares of common stock registered under the Securities Act of 1933
(the "1933 Act") for such period. You have also informed us that all
such shares were issued in accordance with the provisions relating
thereto in the registration statement filed by the Fund under the 1933
Act and the 1940 Act.
We are legal counsel to the Fund and, as such, have
reviewed the Articles of Incorporation of the Fund, its By-Laws, the
registration statement it has filed with the SEC under the 1940 and
1933 Acts, and such minutes of the corporate proceedings and other
documents as we deem material to our opinion. Based on the foregoing,
we are of the opinion that the shares described in the first paragraph of
this letter as having been sold during the period were fully-paid, non-
assessable and legally issued shares of common stock of the Fund.
We hereby consent to the filing of this opinion with
the SEC as an exhibit or accompaniment to the aforementioned Rule
24f-2 Notice and to the reference to us in the prospectus of the Fund as
legal counsel who have passed upon the legality of the offering of such
shares of common stock. We also consent to the filing of this opinion
with the securities regulatory agencies of any states or other jurisdictions
in which the shares of common stock of the Fund are offered for sale.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By:________________________________
Steven M. Felsenstein, Partner
SMF:nlk
