[DESCRIPTION] LEGAL OPINION
February 24, 1997
American National Growth Fund, Inc.
One Moody Plaza
Galveston, Texas 77550
Re: Registration No. 2-10305
Gentlemen:
Referring to the 2,177,792 shares of Common Stock, $1.00 par value, of
American National Growth Fund, Inc. (the "Company") sold during its
period ended December 31, 1996, 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 2,177,792 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
