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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:
Sound Shore Fund, Inc.
8 Sound Shore Drive
Greenwich, CT 06836
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2. Name of each series or class of funds for which this notice is filed:
Sound Shore Fund, Inc.
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3. Investment Company Act File Number: 811-4244
Securities Act File Number: 2-96141
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4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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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:
148,593 Shares
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8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
158,223 Shares
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9. Number and aggregate sale price of securities sold during fiscal year:
SHARES DOLLARS
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Sound Shore Fund, Inc. 3,303,026 $73,276,015
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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:
SHARES DOLLARS
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Sound Shore Fund, Inc. 2,996,210 $66,970,946
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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.7):
Securities issued during the fiscal year in connection with dividend
reinvestment plans are included in the securities reported in Item 9.
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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): $ 66,970,946
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 0*
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 19,326,715
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(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
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(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): 47,644,231
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(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)]: $ 14,437.65
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* SHARES ISSUED IN CONNECTION WITH DIVIDEND REINVESTMENT PLANS ARE INCLUDED
IN THE SECURITIES REPORTED IN ITEM 9.
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 26, 1997
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SIGNATURES
This report has been signed by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Max Berueffy, Assistant Secretary
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Max Berueffy, Assistant Secretary
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Date February 24, 1997
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* Please print the name and title of the signing officer below the
signature.
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Securities and Exchange Commission
Washington, D.C. 20549
RULE 24f-2 NOTICE
SOUND SHORE FUND, INC.
Two Portland Square
Portland, ME 04101
SIGNATURE
Pursuant to the requirements of Rule 24f-2 under the Investment Company Act
of 1940, Sound Shore Fund, Inc. has duly caused this Rule 24f-2 Notice to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Portland, and State of Maine, on this 14th day of February, 1997.
Sound Shore Fund, Inc.
By: /s/ John Y. Keffer
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John Y. Keffer
Vice President
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LAW OFFICE OF
DECHERT PRICE & RHOADS
30 ROCKEFELLER PLAZA
NEW YORK, NY 10112
TELEPHONE: (212) 698-3500
FAX: (212) 698-3599
February 19, 1997
Sound Shore Fund, Inc.
8 Sound Shore Drive
Greenwich, CT 06836
Dear Sirs:
As counsel for Sound Shore Fund, Inc. (the "Fund") during the fiscal year
ended December 31, 1996, we are familiar with the Fund's registration 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. 2-96141) (the "Registration Statement"). We have also examined such other
corporate records, agreements, documents and instruments as we deemed
appropriate.
Based upon the foregoing, it is our opinion that the Shares sold at the
public offering price and delivered by the Fund 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 during the Fund's fiscal year ended
December 31, 1996, were, when sold, duly and validly authorized, legally and
validly issued, and fully paid and non-assessable.
We consent to the filing of this opinion in connection with the Notice
pursuant to Rule 24f-2 under the Investment Company Act of 1940 for the fiscal
year ended December 31, 1996 to be filed on behalf of the Fund with the
Securities and Exchange Commission.
Very truly yours,
/s/ Dechert Price & Rhoads
