U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of Issuer:
The Guardian Stock Fund, Inc.
201 Park Avenue South
New York, New York 10003
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2. Name of each series or class of funds for which this notice is filed:
N/A
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3. Investment Company Act File Number: 811-3636
Securities Act File Number: 2-81149
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4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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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:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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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
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
1,712,810 shares at $56,153,732
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
1,712,810 shares at $56,153,732
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<PAGE>
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.5):
243,251 shares at $8,401,639
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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): $56,153,732
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans
(from Item 11, if applicable): + 8,401,639
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 3,557,015
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(iv) Aggregate price of shares redeemed or
repurchased and applied as a reduction to
filing fees pursuant to rule 24e-2 (if
applicable): + 0
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(v) Net aggregate price of securities sold
during the fiscal year in reliance on rule
24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv))] (if applicable): $60,998,356
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(vi) Multiplier prescribed by Section 6(b) under
the Securities Act of 1933 or other
applicable law or regulation (see Instruction
C.6): X 1/29 of 1%
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(vii) Fee due (line (i) or line (v) multiplied by
line (vi)): $21,034
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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.
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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 27, 1996
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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/ Thomas R. Hickey, Jr.
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Thomas R. Hickey, Jr., Vice President
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Date February 27, 1996
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*Please print the name and title of the signing officer below the signature.
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<PAGE>
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
201 Park Avenue South
New York, New York 10003
February 27, 1996
The Guardian Stock Fund, Inc.
201 Park Avenue South
New York, New York 10003
Re: Rule 24f-2
Dear Sirs:
In my capacity as Counsel to The Guardian Stock Fund, Inc. (the "Fund"), an
open-end management investment company registered with the Securities and
Exchange Commission (the "SEC") under the Investment Company Act of 1940, as
amended (the "Act") and the Securities Act of 1933, as amended (File Nos.
811-3636; 2-81149), I have made such examinations of laws and examined such
records and other documents as I judged to be necessary or appropriate in
arriving at the opinion expressed below.
I am of the opinion that the shares of the Fund sold during the year ended
December 31, 1995, and made definite in number by the filing herewith of a
notice on Form 24F-2 as required by Rule 24f-2 under the Act, were issued and
sold in accordance with the terms and conditions set forth in the Fund's
prospectus constituting a part of its registration statement and, upon payment
of the stipulated consideration, said shares were legally issued, fully paid and
nonassessable.
I hereby consent to the filing of a copy of this opinion as an exhibit to Form
24F-2 for the Fund being filed with the SEC for the year ended December 31,
1995.
Very truly yours,
/s/ Richard T. Potter, Jr.
Richard T. Potter, Jr.
Counsel
