U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20594
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.
1. NAME AND ADDRESS OF ISSUER:
The Growth Fund of Washington, Inc.
1101 Vermont Avenue, N.W. Suite 600
Washington, DC 20005
2. NAME OF EACH SERIES OR CLASS OF FUNDS FOR WHICH THIS NOTICE IS FILED:
The Growth Fund of Washington, Inc.
3. INVESTMENT COMPANY ACT FILE NUMBER: 811-4309
SECURITIES ACT FILE NUMBER: 2-97999
4. LAST DAY OF FISCAL YEAR FOR WHICH THIS NOTICE IS FILED:
December 31, 1995
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:
2,652,184 $35,106,354
8. NUMBER AND AMOUNT OF SECURITIES REGISTERED DURING THE FISCAL YEAR OTHER
THAN PURSUANT TO RULE 24F-2:
203,556 $ 2,931,211
9. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE FISCAL YEAR:
145,686 $2,363,198
10. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE FISCAL YEAR
IN RELIANCE UPON REGISTRATION PURSUANT TO RULE 24F-2:
145,686 $2,363,198
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):
123,106 $2,172,864
12. CALCULATION OR REGISTRATION FEE:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $ 2,363,198
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 2,172,864
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 4,809,511
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + N/A
(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)
$ (273,449)
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation
(see Instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 0.00
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (II), (III), (IV), (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:
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)*
_____________________________________________________
Howard L. Kitzmiller
Senior Vice President, Secretary & Treasurer
Date February 22, 1996
* Please print the name and title of the signing officer below the
signature.
February 16, 1996
The Growth Fund of Washington, Inc.
1101 Vermont Avenue, N.W.
Washington, D.C. 20005
Re: Rule 24f-2 Notice
Dear Sirs:
As counsel for The Growth Fund of Washington, Inc.(the "Fund") during the
fiscal year ended December 31, 1995, we are familiar with the Fund's
registration under the Investment Company Act of 1940 and with the registration
statement relating to its Common Shares (the "Shares") under the Securities Act
of 1933 (File No. 2-97999) (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 with respect to the Shares the
registration of which is being made definite by the Notice pursuant to Rule
24f-2 under the Investment Company Act of 1940 ("Notice") being filed by the
Fund for its fiscal year ended December 31, 1995, assuming such Shares were
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, that such Shares
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 on
Form 24F-2 to be filed by the Fund with the Securities and Exchange Commission
for the Fund's fiscal year ended December 31, 1995.
Very truly yours,
Dechert Price & Rhoads
