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, New York 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, 1996
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: 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: 321,966 shares - $2,603,850
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
321,966 shares - $2,603,850
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): $ 2,603,850
(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): - $666,181
(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): + $1,937,669
(vi) Multiplier prescribed by Section 6(b) of the Securities
Instruction C.6): x 1/3300
(vii) Fee due[line (I) or line (v) multiplied by line (vi)]
$ 587.17
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filedwithin 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: February 25, 1997
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 25, 1997
*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
Direct Dial: (215) 564-8074
February 19, 1997
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 (the "Rule") under the Investment Company Act of 1940, as
amended (the "1940 Act"), The Wall Street Fund, Inc. (the
"Fund"), a Maryland corporation, intends to file a Rule 24f-2
Notice (the "Notice") with the United States Securities and
Exchange Commission (the "SEC"). The Notice will report that
pursuant to the Rule the Fund, during the fiscal year ending
December 31, 1996, sold 321,966 shares of its common stock for an
aggregate offering price of $2,603,850 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
198667.1
The Wall Street Fund, Inc.
February 19, 1997
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