U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 204549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Cowen Income + Growth Fund, Inc.
Financial Square
New York, NY 10005-3597
2. Name of each series or class of funds for which this notice is filed:
Cowen Income + Growth Fund, Inc.
3. Investment Company Act File Number: 811-4672
Securities Act File Number: 33-5676
4. Last day of fiscal year for which this notice is filed: Nov. 30, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for the 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:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal
year:
shares sold = 928,011; aggregate sale price = $12,303,825
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
shares sold = 928,011; aggregate sale price = $12,303,825
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):
shares reinvested = 383,037; aggregate sale price = $4,990,142
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): $12,303,825
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + $4,990,142
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - $25,962,378
(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): $(8,668,411)
(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)]: $0.00
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only is
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).
/ x /
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
N/A
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/ Creighton H. Peet
Creighton H. Peet
Vice President, Treasurer
Date: January 10, 1997
*Please print the name and title of the signing officer below the signature.
Rodd M. Baxter
Cowen Asset Management
Financial Square
New York, NY 10005-3597
January 10, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice
Cowen Income + Growth Fund, Inc.
Securities Act File No. 33-5676
Investment Company Act File No. 811-4672
Dear Sir or Madam:
You have requested that, as counsel to Cowen Income + Growth Fund, Inc.,
(the "Fund"), I render an opinion in connection with the filing by the Fund
of a notice required by Rule 24f-2 under the Investment Company Act of 1940
(the "Notice") for the Fund's fiscal year ended November 30, 1996. The Notice
states that, during the fiscal year ended November 30, 1996, the Fund had net
redemptions of $8,668,411 worth of its shares of common Stock, $.001 par
value per share (the "Shares"). The Notice also states that the aggregate
public offering price of shares sold was $17,293,967 (including $4,990,142
worth of shares issued upon automatic reinvestment of dividends), and an
aggregate of $25,962,378 worth of Shares were redeemed during the fiscal
year. As stated in the Notice, all of the Shares were sold in reliance upon
registration under the Securities Act of 1933 pursuant to Rule 24f-2 under
the Investment Company Act of 1940.
I have examined the Fund's Articles of Incorporation, its By-Laws,
resolutions adopted by its Board of Directors, and other records and
documents that I have deemed necessary for the purpose of this opinion. I
have also examined certain other documents, papers, statutes and authorities
as I have deemed necessary to form a basis for the opinion hereinafter
expressed.
On the basis of the foregoing, and assuming that all of the Shares
were sold in accordance with the terms of the Fund's Prospectus in effect at
the time of sale, I am of the opinion that the Shares were legally issued,
fully paid and non-assessable by the Fund.
Very truly yours,
/s/ Rodd M. Baxter
Rodd M. Baxter
