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:
Founders Funds, Inc.
2930 E. Third Ave.
Denver, CO 80206
2. Name of each series or class of funds for which this
notice is filed:
Founders Discovery Fund
Founders Frontier Fund
Founders Passport Fund
Founders Special Fund
Founders International Equity Fund
Founders Worldwide Growth Fund
Founders Growth Fund
Founders Blue Chip Fund
Founders Balanced Fund
Founders Government Securities Fund
Founders Money Market Fund
3. Investment Company Act File Number: 811-1018
Securities Act File Number: 2-17531
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 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):
Not Applicable
<PAGE>
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:
Shares = 638,049,143 $3,035,488,121
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
Rule 24f-2:
Shares = 638,049,143 $3,035,488,121
11. Number and aggregate sales 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): $ 3,035,488,121
(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): - 2,073,649,597
(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-
<PAGE>
(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: $ 961,838,524
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of 1933
or other applicable law or regula-
tion (see Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line(v)
multiplied by line (vi)]: $ 291,466.22
===============
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 Information and Other Procedures
(17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
February 20, 1997
SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the date
indicated.
Founders Funds, Inc.
By: /s/ David L. Ray
------------------------------------------
David L. Ray, Vice President and Treasurer
Date: February 21, 1997
