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:
Baron Asset Fund, a series fund (the "Trust")
767 Fifth Avenue
New York, NY 10153
2. Name of each series or class of funds for which this notice is filed:
Baron Asset Fund
Baron Growth & Income Fund
3. Investment Company Act File Number:
811-5032
Securities Act File Number:
33-12112
4. Last day of fiscal year for which this notice is filed:
September 30, 1997
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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 or 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:
Not applicable.
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:
58,603,354 shares $2,106,179,095
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
58,603,354 shares $2,106,179,095
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable:
None.<PAGE>
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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):
$2,106,179,095
(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):
619,626,900
(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):
$1,486,552,195
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation:
x .000295
(vii) Fee due [line (i) or line (v) multiplied
by 1i $438,532.90
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.
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13. Check box if fees are being remitted to the Commissioner's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CRF 202.3a)
[x]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
Wire transfer will be sent via Bank of New York, today,
November 28, 1997.
CERTIFICATE OF PRINCIPAL OFFICER
I, Ronald Baron, hereby certify that I am the duly elected and acting
Principal Executive Officer of Baron Asset Fund (the "Trust"); that during
the fiscal year of the Trust ended September 30, 1997, the Trust issued and
sold a total of 58,603,354 net shares of beneficial interest of the Trust's
two series, Baron Asset Fund (which sold 48,449,171 net shares) and Baron
Growth & Income Fund (which sold 10,154,183 net shares), in reliance upon the
registration under the Securities Act of 1933, as amended, of an indefinite
number of shares of beneficial interest pursuant to a declaration made pursuant
to Rule 24f-2 under the Investment Company Act of 1940, as amended; and that
in connection with the issuance and sale of said net shares of its beneficial
interest, the Trust or its agent received the consideration therefor, required
by the provisions of the Trust's Declaration of Trust dated February 19, 1987,
as amended, the Board of Trustees Meeting of May 11, 1987, and the Trust's
current prospectus.
/s/ Ronald Baron
__________________________________
Ronald Baron
Principal Executive Officer
November 3, 1997
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: /s/ Linda S. Martinson
________________________
Linda S. Martinson
General Counsel
Date: November 28, 1997
Baron Asset Fund
767 Fifth Avenue
New York, NY 10153
Tel: 212-583-2000
Fax: 212-583-2050
November 26, 1997
VIA-EDGARLINK
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice
Dear Sirs:
Baron Asset Fund (the "Trust") is a trust created under a written
Declaration of Trust dated February 19, 1987, as amended, and executed
and delivered in Boston, Massachusetts. It is organized as a series fund
with three series currently available: Baron Asset Fund, Baron Growth &
Income Fund and Baron Small Cap Fund. The beneficial interests thereunder are
represented by transferable shares, $0.01 par value per share ("Shares"). This
opinion relates to the Shares of two of the Trust's series, Baron Asset Fund
and Baron Growth & Income Fund. Baron Small Cap Fund did not begin selling its
shares until October 1, 1997, after the end of the fiscal year of the Trust.
The Trustees have the powers set forth in the Declaration of Trust,
subject to the terms, provisions and conditions therein provided.
I am of the opinion that the legal requirements have been complied with
in the creation of the Trust, and that the Declaration of Trust in legal and
valid.
Under Article V, Section 5.4 of the Declaration of Trust, the Trustees
are empowered, in their discretion, from time to time, to issue Shares for such
amount and type of consideration at such time or times and on such terms as the
Trustees may deem best. under Article V, Section 5.1, it is provided that the
number of Shares authorized to be issued under the Declaration of Trust is
unlimited.
By vote adopted on May 11, 1987, the Trustees of the Trust authorized the
President, or any Vice President, and the Secretary or any Assistant Secretary,
from time to time to determine the appropriate number of Shares to be
registered, to register with the Securities and Exchange Commission, and to
issue and sell to the public, such Shares.
The Trustees of the Trust authorized the creation of two separate series
of the Trust by Certificate of Designation filed with the Massachusetts
Secretary of State on October 17, 1994 and by vote adopted on October 21, 1994,
the registration of the Shares of the new series with the Securities and
Exchange Commission, and the issuance of such Shares when effective. The
Trustees also duly authorized the creation of the third series of the Trust,
the filing of the registration statement with the Securities and Exchange
Commission, ans the issuance of the Shares when effective.
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I understand that you are about to file a Notice pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended, making definitive the
registration of 39,588,609 Shares of the Baron Asset Fund and Baron Growth &
Income series of the Trust sold in reliance upon said Rule 24f-2 during the
fiscal year ended September 30, 1997.
I am of the opinion that all necessary Trust action precedent to the
issue of said 39,588,609 Shares was duly taken. I am of the further opinion
that all such Shares were legally and validly issued and fully paid and are
non-assessable by the Trust. In rendering the opinion expressed in the
Preceding sentence, I rely on certification by an officer of the Trust that
the Trust or its agent received consideration for such Shares in accordance
with the provisions of the Trust's Declaration of Trust, the Board of Trustees
Meeting of May 11, 1987, and the Trust's current prospectus, and I assume that
the sale of such Shares was effected in compliance with the Securities Act
of 1933, the Investment Company Act of 1940, and applicable state laws
regulating the sale of securities.
I consent to your filing this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to above.
Very truly yours,
/s/ Linda S. Martinson
______________________
Linda S. Martinson
General Counsel
LSM/ms
