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 Single Payment and Periodic Payment Plans for Investment
in 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:
Not Applicable
3. Investment Company Act File Number: 811-4609
Securities Act File Number: 33-3732
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):
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:
Sale Price: $231,589
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Sale Price: $231,589
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):
$ 231,589
(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):
- - 19,237,646
(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):
(19,000,057)
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6):
x 1/29 of 1%
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]:
$ -0-
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.
FIRST INVESTORS CORPORATION
By /s/Joseph I. Benedek
Joseph I. Benedek, Treasurer
Date: February 26, 1996
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Law Offices of ROBERT J. GROSSO
95 Wall Street 581 Main Street
23rd Floor 2nd Floor
New York, NY 10005 Woodbridge, NJ 07095
(212) 858-8121 (908) 855-2500
Telecopier (212) 858-8119 All Replies to New York Office
Member of the Bar
In New York and New Jersey
February 26, 1996
First Investors Corporation
95 Wall Street
New York, NY 10005
Re: First Investors Single Payment and
Periodic Payment Plans for Investment in
First Investors Government Fund, Inc.
Gentlemen:
You have informed me that, in accordance with Rule 24f-2 under the
Investment Company Act of 1940, as amended (the "1940 Act"), First Investors
Corporation ("FIC") as sponsor-depositor of Single Payment and Periodic
Payment Plans for Investment in First Investors Government Fund, Inc. (the
"Plans"), intends to file a Rule 24f-2 Notice with the United States
Securities and Exchange Commission (the "SEC"), setting forth, among other
things, that during the period beginning January 1, 1995 and ending December
31, 1995, the Plans' most recently ended fiscal year, the Plans, having
elected to register an indefinite amount of face value of Plans, sold
$231,589 in face amount of Plans under Rule 24f-2 and making definite the
amount of Plans registered under the Securities Act of 1933 (the "1933 Act")
and pursuant to such Rule for such period. You have also informed me that
all the Plans were issued in accordance with the provisions relating thereto
in the registration statement filed by FIC as sponsor-depositor of the Plans
under the 1933 Act.
I have reviewed the Certificate of Incorporation of FIC, its By-laws
and registration statements it has filed with the SEC on behalf of and
relating to the Plans under the 1940 Act and the 1933 Act and such minutes of
the corporate proceedings and other documents as I deem material to my
opinion.
Based on the foregoing, I am of the opinion that all of the $231,589
in face amount of Plans described in the Rule 24f-2 Notice as having been
sold under such Rule during the period beginning January 1, 1995 and ending
December 31, 1995, the end of the Plans' most recently ended fiscal year,
were fully-paid, non-assessable and legally issued Plans sponsored by FIC for
investment in shares of First Investors Government Fund, Inc.
This opinion letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord of the ABA Section of Business Law
(1991). The law covered by the opinions expressed herein is limited to the
Federal law of the United States and the law of the State of New York.
I hereby consent to the filing of this opinion with the SEC as an
exhibit or accompaniment to the aforementioned Rule 24f-2 Notice and as an
exhibit to the Plans' Post-Effective Amendment to the Registration Statement
filed on its behalf by FIC under the 1933 Act. I also consent to the filing
of this opinion with the securities regulatory agencies of any states or
other jurisdiction in which the Plans are offered for sale.
Very truly yours,
/s/Robert J. Grosso
Robert J. Grosso
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