U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Rea-Graham Funds, Inc.
10966 Chalon Road
Los Angeles, California 90077
2. Name of each series or class of funds for which this notice
is filed:
Rea-Graham Balanced Fund
3. Investment Company Act File Number: 811-3434
Securities Act File Number: 2-76762
4. Last day of fiscal year for which this notice is filed:
3/31/96
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):
Not applicable
7. Number and amount of securities of the same class or 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:
Number: 2,939,438
Amount: $40,495,749
8. Number and amount of securities registered during the fiscal
year other than pursuant to Rule 24f-2:
Number: 309,410
Amount: $4,062,373
9. Number and aggregate sale price of securities sold during
the fiscal year:
Number: 8,496
Amount: $119,521
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
Rule 24f-2:
Number: 8,496
Amount: $119,521
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):
Number: 18,700
Amount: $266,474
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): $119,521
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable): +266,474
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
-3,605,762
(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): 0
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x1/2900
(vii) Fee due (line (i) or line (v) multiplied by line
(vi)): $0
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).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the date
indicated.
By (Signature and Title):* /s/James B. Rea
President
Date: May 30, 1996
* Please print the name and title of the signing officer below
the signature.
<PAGE>
DECHERT PRICE & RHOADS
1500 K Street, N.W.
Washington, D.C. 2005
May 29, 1996
Rea-Graham Funds, Inc.
10966 Chalon Road
Los Angeles, California 90077
Gentlemen:
As counsel for Rea-Graham Funds, Inc. (the "Company"), and
its separate series of shares, the Rea-Graham Balanced Fund (the
"Fund") during the fiscal year ended March 31, 1996, we are
familiar with the registration of the Company under the
Investment Company Act of 1940 and with the registration
statement relating to its shares of common stock (the "Shares")
under the Securities Act of 1933 (File No. 2-76762) (the
"Registration Statement"). We have also examined such other
corporate records, agreements, documents and instruments as we
have deemed appropriate.
Based upon the foregoing, it is our opinion with respect to
the Shares the registration of which is being made definite by
the Notice pursuant to Rule 24f-2 under the Investment Company
Act of 1940 (the "Notice") being filed by the Company for its
fiscal year ended March 31, 1996, assuming such Shares were sold
at the public offering price and delivered by the Company against
receipt of the net asset value of the Shares in compliance with
the terms of the Registration Statement and the requirements of
applicable law, that such Shares were, when sold, legally issued,
fully paid and non-assessable.
We consent to the filing of this opinion in connection with
the Notice on Form 24F-2 to be filed by the Company with the
Securities and Exchange Commission for the Company's fiscal year
ended March 31, 1996.
Very truly yours,
Dechert Price & Rhoads
