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:
Princor Growth Fund, Inc.
The Principal Financial Group
Des Moines, IA 50392-0200
2 Name of each series or class of funds for which this notice is filed:
Class A and Class B Shares
3 Investment Company Act File Number: 811-01873
Securities Act File Number: 02-33228
4 Last day of fiscal year for which this notice if filed:
October 31, 1995
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:
N/A
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 24f-2:
None
9 Number and aggregate sale price of securities sold during the fiscal
year:
1,645,660 Common Stock $54,056,025
10 Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
1,645,660 Common Stock $54,056,025
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):
Included in response to Item 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): $54,056,025
(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): 15,638,470
(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): 38,417,555
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation: 1 / 2900
(vii) Fee Due: $13,247.43
13 Check box if fees are being remitted to the Commission's lockbox 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:
12/19/95
Signature
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated:
Princor Growth Fund, Inc.
By
S. L. Jones
President
Attest:
By
A.S. Filean, Vice President
and Secretary
<PAGE>
December 19, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re Princor Growth Fund, Inc.
In my capacity as Counsel of Princor Growth Fund, Inc. ("the Fund"), I have
supervised the preparation of the Rule 24f-2 Notice for the Fund under the
Investment Company Act of 1940 and have reviewed the legality of the securities
which are to be registered thereunder. Based upon examination of such corporate
records and matters of fact and law as deemed necessary, I am of the opinion
that such securities were legally issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the Rule 24f-2 Notice
for the Fund und the Investment Company Act of 1940.
Sincerely
Michael D. Roughton
Counsel
MDR/tm
