APPENDIX 1
FORM 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form
1. Name and Address of Issuer:
Eagle Growth Shares, Inc.
1200 North Federal Highway #424
Boca Raton, FL 33432
2. The Name of each series or class of securities for which this Form
is filed (If the Form is being filed for all series and classes
of securities of the issuer, check the box but do not list series
or classes): [X]
3. Investment Company Act File Number: 811-1935
Securities Act File Number: 2-34540
4(a). Last day of fiscal year for which this notice is filed:
November 30, 1997
4(b). [ ] Check box if this Form is being file late (i.e., more than
90 calendar days after the end of the issuer's fiscal year).
(See Instruction A.2)
Note: If the Form is being filed late, interest must be paid
on the registration fee due.
4(c). [ ] Check box if this is the last time the issuer will be filing
this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during $ 0
the fiscal year pursuant to section 24(f): __________
(ii) Aggregate price of securities redeemed or $ 646,154
repurchased during the fiscal year: __________
(iii) Aggregate price of securities redeemed or $1,146,995
repurchased during any prior fiscal year __________
ending no earlier that October 11, 1995
that were not previously used to reduce
registration fees payable to the Commission:
(iv) Total available redemption credits [add items -$1,793,149
5(ii) and 5(iii): __________
(v) Net sales - if item 5(i) is greater than item $(1,793,149)
5(iv) [subtract item 5(iv) from item 5(i)]: ___________
_______________________________________________________________
| (vi) Redemption credits available for use $(1,793,149) |
| in future years-if item 5(i) is less ___________ |
| than 5(iv) [subtract item 5(iv) from |
| item 5(i)]: |
| |
|_______________________________________________________________|
(vii) Multiplier for determining registration fee (See x .000295
Instruction C.9): ___________
(viii) Registration fee due [multiply item 5(v) by item = 0
5(vii)] (enter "0" if no fee is due): ___________
___________
6. Prepaid Shares **
If the response to item 5(i) was determined by deducting an
amount of securities that were registered under the Securities
Act of 1933 pursuant to rule 24e-2 as in effect before October
11, 1997, then report the amount of securities (number of shares
or other units) deducted here: 567,539. If there is a number of
shares or other units that were registered pursuant to rule
24e-2 remaining unsold at the end of the fiscal year for which
this form is filed that are available for use by the issuer in
future fiscal years, then state that number here: 7,174,695.
**In this filing, the Prepaid Shares described reflect shares
that were registered pursuant to a definite registration, rather
than under Rule 24e-2.
7. Interest Due - if this Form is being filed more than 90 days
after the end of the issuer's fiscal year (see Instruction D):
+$ 0
__________
8. Total of the amount of the registration fee due plus any
interest due [line 5(viii) plus line 7]:
=$ 0
__________
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
Method of Delivery:
[ ] Wire Transfer
[ ] Mail or other means
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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)* /S/Ronald F. Rohe
___________________________________
Ronald F. Rohe, Treasurer
Date: January 28, 1998
*Please print the name and title of the signing officer below the signature.
