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, 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):
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:
2,855,740 $38,037,565
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
0 $ 0
9. Number and aggregate sale price of securities sold during the fiscal
year:
108,114 $2,156,148
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
108,114 $2,156,148
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):
92,912 $1,861,005
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):
$ 2,156,148
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 1,861,005
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 4,999,877
(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) $
(982,724)
(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)]:
$ 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)* /s/ Howard L.
Kitzmiller_____________________________
Howard L. Kitzmiller
Senior Vice President, Secretary & Treasurer
Date February 19, 1997
* Please print the name and title of the signing officer below
the signature.
February 19, 1997
The Growth Fund of Washington
1101 Vermont Avenue, N.W.
Washington, DC 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, 1996, 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 of 1940 ("Notice") being filed by
the Fund for its fiscal year ended December 31, 1996, 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, 1996.
Very truly yours,
Dechert Price & Rhoads
