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September 24, 1996
Securities and Exchange Commission
Attention: Document Control - EDGAR
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: Rule 24f-2 Notice for
IDS Growth Fund, Inc.
SEC File No. 2-38355/811-2111
Commissioners:
[i] In accordance with the provisions of Rule 24f-2, IDS Growth
Fund, Inc. hereby files its Rule 24f-2 Notice for the fiscal
year ended July 31, 1996 ("Fiscal Year").
[ii] Amount of securities registered other than under
24f-2 which were unsold at the beginning of the
fiscal year.* $88,228,812
[iii] Amount of securities registered during the fiscal
year other than under 24f-2.** $0
[iv] Amount of securities sold during the fiscal
year.*** $659,171,970
[v] Amount of securities sold pursuant to 24f-2. $570,943,158
[vi] Fee $570,943,158 / 2900 $196,876.95
* 3,372,661 shares x $26.16 on September 11, 1996
** 0 shares x $26.16 on September 11, 1996
*** Sales of $1,072,145,531 minus redemptions of $412,973,561
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Enclosed please find an opinion of counsel.
A check for the filing fee in the amount of $196,876.95 has been
electronically wired.
If there are any questions, please contact the undersigned.
Very truly yours,
IDS GROWTH FUND, INC.
Leslie L. Ogg
Vice President, General Counsel and Secretary
LLO/NL/dm
Enclosures
EXHIBIT INDEX
(b) (10) OPINION OF COUNSEL
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September 24, 1996
IDS Growth Fund, Inc.
IDS Tower 10
Minneapolis, Minnesota 55440-0010
Gentlemen:
I have examined the Articles of Incorporation and the By-Laws of
the Company and all necessary certificates, permits, minute books,
documents and records of the Company, and the applicable statutes
of the State of Minnesota, and it is my opinion:
(a) That the Company is a corporation duly organized and existing
under the laws of the State of Minnesota with an authorized
capital stock of 10,000,000,000 shares, all of $.01 par
value, that such shares may be issued as full or fractional
shares and that on July 31, 1996, 94,318,802 shares were
issued and outstanding;
(b) That all such authorized shares are, under the laws of the
State of Minnesota, redeemable as provided in the Articles of
Incorporation of the Company and upon redemption shall have
the status of authorized and unissued shares;
(c) That the Company registered on December 26, 1991 an
indefinite number of shares pursuant to Rule 24f-2 and is
herewith filing a Rule 24f-2 Notice covering the shares sold
during its Fiscal Period ended July 31, 1996; and
(d) That shares which were sold at not less than their par value
and in accordance with applicable federal and state
securities laws were legally issued, fully paid and
nonassessable.
I hereby consent that the foregoing opinion may be used in
connection with the Rule 24f-2 Notice.
Very truly yours,
Leslie L. Ogg
Attorney at Law
901 S. Marquette Ave., Suite 2810
Minneapolis, Minnesota 55402-3268
