AMERICAN NATIONAL GROWTH FUND INC
24F-2NT, 1996-02-26
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[DESCRIPTION]  LEGAL OPINION
			February 23, 1996


American National Growth Fund, Inc.
One Moody Plaza
Galveston, Texas 77550

				Re:  Registration No. 2-10305

Gentlemen:

Referring to the 2,337,194 shares of Common Stock, $1.00 par value, of 
American National Growth Fund, Inc. (the "Company") sold during its 
period ended December 31, 1995, in reliance upon registration of an 
indefinite number  of shares pursuant to Rule 24f-2 under the Invest-
ment Company Act of 1940, as amended, in connection with which the 
company is filing its Rule 24f-2 Notice, we have examined the Company's 
Articles of Incorporation, its corporate records in connection with the 
issuance of said shares, the Company's Registration Statement with the 
Securities and Exchange Commission under the Securities Act of 1933, as 
amended, related prospectuses and its Notification of Election Under Rule 
24f-1.  On the basis of such examination, we are of the opinion that:

1. The Company is a corporation duly organized and existing under the laws 
of the State of Maryland.

2. The 2,337,194 shares of Common Stock sold in reliance upon the registration 
of an indefinite number of shares pursuant to Rule 24f-2 have been duly and 
legally authorized, and are validly issued, fully paid and non-assessable.

					Yours very truly,

					GREER, HERZ & ADAMS, L.L.P.



					JERRY L. ADAMS

			


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