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.
110 16th Street, Suite 1400
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, 1997
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:
2,116,788 $ 20,705,609
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
2,116,788 $ 20,705,609
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):
612,909 $ 5,726,698
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):
$ 20,705,609
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 5,726,698
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
- 25,276,469
(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):
1,155,838
(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)}:
398.56
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 ??, 1997
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, 1997
Moye, Giles, O'Keefe, Vermeire & Gorrell LLP
1225 Seventeenth Street, 29th Floor
Denver, Colorado 80202-2900
September 25, 1997
American Growth Fund, Inc.
110 16th Street, Suite 1400
Denver, Colorado 80202
Attn: Timothy E. Taggart
Re: Form N-1A Registration Statement Under the Securities
Act of 1933
Investment Company Act File No. 811-825
Securities Act File no. 2-14543
Gentlemen:
The above-captioned Registration Statement registered an
indefinite number of shares of capital stock (hereafter,
"shares") pursuant to Rule 24f-2 under the Investment Company Act
of 1940. In accordance with the provisions of that Rule, you are
filing a "Rule 24f-2 Notice" for the fiscal year ended July 31,
1997. The Notice discloses that:
1. No shares were registered under the Securities Act of
1933 other than pursuant to Rule 24f-2, and no such shares
remained unsold at the beginning of such fiscal year.
2. No shares were registered during such fiscal year other
than pursuant to Rule 24f-2.
3. 2,729,697 shares, including shares issued in connection
with dividend reinvestment plans, were sold during such fiscal
year.
4. 2,729,697 shares were sold during such fiscal year in
reliance upon registration pursuant to rule 24f-2.
You have requested our opinion as to the legality of the
2,729,697 shares sold during the fiscal year ending July 31,
1997, in reliance upon registration pursuant to Rule 24f-2.
We have examined a certified copy of the Articles of
Incorporation of American Growth Fund, Inc. as approved and
received for record by the State Department of Assessments and
Taxation of Maryland, Articles Supplementary thereto, the Bylaws
and other documents included in the Registration Statement and
exhibits thereto, and have conducted such further investigation
as deemed appropriate.
Based upon our examination, we are of the opinion that
American Growth Fund, Inc. is a Maryland corporation duly
organized and existing under and by virtue of the laws of the
State of Maryland with full power to issue its shares of capital
stock, and that the 2,729,697 shares issued and sold during the
fiscal year ended July 31, 1997, in reliance upon registration
pursuant to Rule 24f-2, were legally and validly issued, fully
paid and non-assessable.
We hereby consent to the use of this opinion in connection
with the filing of your Rule 24f-2 Notice.
Very truly yours,
MOYE, FILES, O'KEEFE,
VERMEIRE & GORRELL LLP
By: Edward F. O'Keefe, P.C.
/s/Edward F. O'Keefe
Edward F. O'Keefe, President
