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: MBL Growth Fund, Inc.
520 Broad St.
Newark, NJ 07102-3111
2. Name of each series or class of funds for which this notice
is filed:
MBL Growth Fund, Inc.
3. Investment Company Act File Number: 811-3593
Securities Act File Number: 2-96199
4. Last day of fiscal year for which this notice is filed:
December 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):
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:
NONE
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
NONE
9. Number and aggregate sale price of securities sold during
the fiscal year:
Number: 46,710 shares
Aggregate Sales Price: $504,068
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
Number: 46,710 shares
Aggregate Sales Price: $504,068
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: 713,719 shares
Aggregate Sales Price: $7,575,352
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): $ 504,068
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): +7,575,352
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -3,961,176
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
a reduction to filing fees pursuant to
to rule 24e-2 (if applicable): +
(v) Net aggregate price of securities sold
and issued during the year in reliance
on rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if
applicable): $4,118,244
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/3300
(vii)Fee due [line (i) or line (v) multiplied
by line (vi)]: $1,247.95
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:
February 19, 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/ Albert W. Leier
Vice President and Treasurer
Date: February 19, 1997
February 12, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: MBL Growth Fund, Inc.
File #2-96199 and #811-3593
Gentlemen:
I am an Attorney at Law admitted to practice in the State of New
Jersey. This opinion is given in connection with the filing by
MBL Growth Fund, Inc. (the "Fund") of a Notice pursuant to Rule
24f-2 under the Investment Company Act of 1940 with respect to an
offering of an indefinite amount of its securities.
Having examined such records, documents and statutes which I have
deemed relevant, and being generally familiar with the affairs of
the Fund, I am of the opinion that:
1. The Fund is a corporation duly organized and validly
existing under the laws of the State of Maryland.
2. The shares offered by the Fund, when issued in the manner
contemplated by the Registration Statement, were legally
issued, fully paid and non-assessable.
I consent to the use of this opinion in connection with the
aforesaid Notice.
Very truly yours,
MBL LIFE ASSURANCE CORPORATION
By: /s/ Judith C. Keilp
Counsel
