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:
First Investors Government Fund, Inc.
95 Wall Street
New York, NY 10005
2. Name of each series or class of funds for which this notice is filed:
Class A and Class B shares
3. Investment Company Act File Number: 811-3967
Securities Act File Number: 2-89287
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:
-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:
Number: 1,795,275.890
Sale Price: $20,080,588.47
<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 1,795,275.890
Sale Price: $20,080,588.47
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):
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): $ 20,080,588.47
----------------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from item
11, if applicable): + -0-
----------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- 44,516,911.55
----------------
(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): x 1/33 of 1%
----------------
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ -0-
----------------
<PAGE>
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 or 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 dates indicated.
By /s/ C. Durso
C. Durso, Vice President and
Secretary
Date: February 24, 1997
<PAGE>
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
Robert J. Zutz
(202) 778-9059
February 24, 1997
First Investors Government Fund, Inc.
95 Wall Street, 23rd Floor
New York, New York 10005
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
First Investors Government Fund, Inc. (the "Fund") is a corporation
organized under the laws of the State of Maryland. We understand that the Fund
is about to file a Notice pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended ("1940 Act"), for the purpose of making definite the
number of shares that it has registered under the Securities Act of 1933, as
amended ("1933 Act"), and that it sold during its fiscal year ended December 31,
1996.
We have, as counsel, participated in various business and other matters
relating to the Fund. We have examined copies, either certified or otherwise
proved to be genuine, of its Articles of Incorporation and By-Laws, as now in
effect, and certain certificates of officers of the Fund relating to it
organization and operation, and we generally are familiar with its business
affairs. Based on the foregoing, it is our opinion that shares of common stock
sold by the Fund during the fiscal year ended December 31, 1996 ("Shares"), the
registration of which will be made definite by the filing of a Rule 24f-2
Notice, were legally issued, fully paid and nonassessable. We express no opinion
as to compliance with the 1933 Act, the 1940 Act or applicable state securities
laws in connection with the sale of Shares.
We hereby consent to this opinion accompanying the Rule 24f-2 Notice
that you are about to file with the Securities and Exchange Commission. We also
consent to the reference to our firm in the prospectus filed as part of the
Fund's registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By /s/ Robert J. Zutz
Robert J. Zutz
