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:
American General Series Portfolio Company
2929 Allen Parkway, L7-01
Houston, Texas 77019
2. Name of each series or class of funds for which this notice is
filed:
N/A
3. Investment Company Act File Number: 811-3738
Securities Act File Number: 2-83631
4. Last day of fiscal year for which this notice is filed: May 31,
1997
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): N/A
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: 0
8. Number and amount of securities registered during
the fiscal year other than pursuant to rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the
fiscal year: Aggregate units sold 362,047,019 ; Aggregate sale price
$1,435,791,583
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Aggregate units sold 374,703 ; Aggregate sale price $8,661,813
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): Aggregate units:19,004,118;
Aggregate price: $ 224,109,196
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): $8,661,813
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if applicable):
+ 224,109,196
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 10,188,318
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to rule
24f-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): 222,582,691
(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): 67,449.30
Instructions: 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:
July 28, 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)*
Gregory R. Seward /s/
Treasurer of American General Series Portfolio Company
Date: July 28, 1997
* Please print the name and title of the signing officer below the
signature.
July 28, 1997
American General Series Portfolio Company
2929 Allen Parkway
Houston, Texas 77019
Gentlemen:
At you request, I have examined the form of Registration
Statement (File No. 2-83631/811-3788) on Form N-1A filed by
you with the Securities and Exchange Commission in connection
with the registration under the Securities Act of 1933, as
amended, of an indefinite number of shares of your Stock Index
Portfolio, MidCap Index Portfolio, Small Cap Index Portfolio,
International Equities Portfolio, Growth Portfolio, Growth &
Income Portfolio, Science & Technology Portfolio, Social
Awareness Portfolio, Timed Opportunity Portfolio, Capital
Conservation Portfolio, Government Securities Portfolio,
International Government Bond Portfolio and Money Market
Portfolio series of common stock, each series at $0.01 par value.
I have also examined the form of Rule 24f-2 Notice proposed to
be filed by you with the Commission not later than July 29, 1997,
reporting shares issued and sold of your capital stock in reliance
upon your registration of indefinite number of shares pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as
amended.
Based upon my examination and upon my knowledge of your
corporate activities, and assuming, without independent
verification, that the shares were sold in compliance with
applicable state laws and in the manner referred to in the
Registration Statement, it is my opinion that the shares were
legally issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the
Rule 24f-2 Notice.
Yours very truly,
Cynthia A. Toles/s/
cat/csw
