U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instruction at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
American Growth Fund, Inc.
410 17th Street, Suite 800
Denver, CO 80202
2. Name of each series or class of funds for which this notice is
filed:
American Growth Fund, Inc. - Class A
American Growth Fund, Inc. - Class B
American Growth Fund, Inc. - Class C
American Growth Fund, Inc. - Class D
3. Investment Company Act File Number: 811-825
Securities Act File Number: 2-14543
4. Last day of fiscal year for which this notice is filed:
July 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):
N/A
7. Number and amount of securities or the same class of 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:
N/A
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
N/A
9. Number and aggregate sale price of securities sold during the
fiscal year:
3,421,206 $ 31,102,564
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
3,421,206 $ 31,102,564
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):
375,550 $ 3,300,334
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):
$ 31,102,564
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 3,300,334
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
- 17,981,588
(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):
16,421,310
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see instruction
C.6):
X 1/2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)}:
5,662.52
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 Informal and Other Procedures (17 CFR
202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
September 23, 1996
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/ Timothy E. Taggart
Timothy E. Taggart, Treasurer
Date: September 26, 1996
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
September 26, 1996
American Growth Fund, Inc.
410 17th Street, Suite 800
Denver, Colorado 80202
Dear Sirs:
American Growth Fund, Inc., a Maryland corporation (the
"Corporation"), is filing with the Securities and Exchange
Commission a Rule 24f-2 Notice containing the information
specified in paragraph (b)(1) of Rule 24f-2 under the Investment
Company Act of 1940 (the "Rule"). The effect of the Rule 24f-2
Notice, when accompanied by this Opinion and by the filing fee,
if any, payable as prescribed by paragraph (c) of the Rule will
be to make definite in number the number of shares sold by the
Corporation during the fiscal year ended July 31, 1996 in
reliance upon the Rule (the "Rule 24-2 Shares").
We have provided legal services to the Corporation on
an occasional basis when requested to do so by the Corporation.
We have examined copies, either certified or otherwise proven to
our satisfaction to be genuine, of its Charter and By-Laws, as
currently in effect, and a certificate dated September 24, 1996
of the Department of Assessments and Taxation of the State of
Maryland confirming the existence and good standing of the
Corporation. We have also reviewed the form of the Rule 24f-2
Notice being filed by the Corporation.
The Corporation has advised us that the Rule 24f-2
Shares were sold in the manner contemplated by the prospectus of
the Corporation current and effective under the Securities Act of
1933 at the time of sale, that the Rule 24f-2 Shares were sold in
numbers within the limits prescribed by the Charter of the
Corporation, and that the Corporation received with respect to
the Rule 24f-2 Shares consideration in an amount of not less than
the par value thereof as required by the laws of Maryland and not
less than the net asset value thereof as required by the
Investment Company Act of 1940.
Based upon the foregoing, it is our opinion that the
Rule 24f-2 Shares were legally issued and are fully paid and non-
assessable.
We are members of the Bar of the State of New York and
do not hold ourselves out as being conversant with the laws of
any jurisdiction other than those of the United States of America
and the State of New York. We note that we are not licensed to
practice law in the State of Maryland and to the extent that any
opinion herein involves the law of Maryland, such opinion should
be understood to be based solely upon our review of the documents
referred to above, the published statutes of the State of
Maryland and, where applicable, published cases, rules or
regulations of regulatory bodies of that State. We hereby
consent to the filing of this opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice of the
Corporation, and to the filing of this opinion under the
securities laws of any state.
Very truly yours,
/s/ Shereff, Friedman,
Hoffman & Goodman, LLP
Shereff, Friedman,
Hoffman & Goodman, LLP
SFH&G:MKN:JLS:KLJ:jmr
