Annual Notice of Securities Sold Pursuant to Rule 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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:
Total Return U.S. Treasury Fund, Inc.
135 East Baltimore Street
Baltimore, MD 21202
___________________________________________________________________
2. Name of each series or class of funds for which this notice is
filed:
Flag Investors Class A Shares
Flag Investors Class B Shares*
ISI Total Return U.S. Treasury Fund Shares
___________
* Commenced operations June 20, 1996
___________________________________________________________________
3. Investment Company Act File Number: 811-5040
Securities Act File Number: 33-12179
___________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
October 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:
N/A [ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
N/A
___________________________________________________________________
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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:
5,626,778 shares @ $55,993,461
___________________________________________________________________
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
9,251,185 shares @ $87,824,419
___________________________________________________________________
9. Number and aggregate sale price of securities sold during the
fiscal year:
4,416,221 shares @ $44,226,262.11 (See attached Schedule A)
___________________________________________________________________
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
0*
________
* Because of credits for prior net redemptions as
shown in Items 7 and 8, no shares were sold in
reliance upon Rule 24f-2 in the fiscal year ended
October 31, 1996.
___________________________________________________________________
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):
Included in Item 9 above. (See attached Schedule A)
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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):
$ 0
________________________
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable):
+ --
________________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- --
________________________
(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):
0
________________________
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6):
x 1/3,300
________________________
(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.
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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 by the following person on behalf of
the issuer and in the capacities and on the date indicated.
By (Signature and Title)* /s/ Joseph A. Finelli
Joseph A. Finelli
Treasurer
Date December 20, 1996
* Please print the name and title of the signing officer below the
signature.
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TOTAL RETURN U.S. TREASURY FUND, INC.
SCHEDULE A
<TABLE>
<CAPTION>
SALES REDEMPTIONS
Number of Shares Aggregate Number Aggregate
Sold Sales Price of Shares Redeemed Redemption Price
<S> <C> <C> <C> <C>
ISI Shares 2,043,599 $ 20,394,039 3,510,095 $ 34,725,846
Reinvested Dividends 865,140 8,518,116
Flag Class A Shares 914,108 8,996,346 2,986,509 29,396,253
Reinvested Dividends 580,880 5,722,783
Flag Class B Shares 12,460 121,164 -- --
Reinvested Dividends 34 322
Front-End Sales Commissions -- 473,492.11
_________ ___________ _________ _________
4,416,221 $ 44,226,262.11 6,496,604 $ 64,122,099
</TABLE>
By offsetting the Fund's sales in fiscal year 1996 ($44,226,262.11) with
credits for registrations of prior net redemptions (5,626,778 shares @
$55,993,461 remaining from prior years plus 9,251,185 shares @ $87,824,419
registered in fiscal year 1996), no shares were sold pursuant to Rule 24f-2
in the fiscal year ended October 31, 1996. Accordingly, no fee is due.
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2000 One Logan Square Morgan, Lewis
&Bockius LLP
Philadelphia, PA 19103-6993 COUNSELORS AT LAW
215-963-5000
FAX: 215-963-5299
December 20, 1996
Total Return U.S. Treasury Fund, Inc.
135 East Baltimore Street
Baltimore, MD 21202
Re: Rule 24f-2 Notice for
Total Return U.S. Treasury Fund, Inc.
(File Nos. 33-12179 and 811-5040)
Gentlemen:
Total Return U.S. Treasury Fund, Inc. (the "Fund") is a corporation
organized under the laws of the State of Maryland with its
principal place of business in Baltimore, Maryland. The Fund is an
open-end diversified management investment company registered with
the Securities and Exchange Commission (the "Commission") under the
Investment Company Act of 1940 (the "1940 Act"). This opinion
relates to shares of common stock, par value $.001 per share, sold
by the Fund in reliance upon Rule 24f-2 during its fiscal year
ended October 31, 1996, the registration of which is made definite
by the filing of the attached Notice.
We have reviewed all proceedings taken by the Fund in connection
with the offer and sale of the shares of common stock, par value
$.001 per share, which have been offered under Prospectuses
included as part of the Fund's Registration Statement on Form N-1A,
as amended to the date hereof, which has been filed with the
Commission under the Securities Act of 1933 and the 1940 Act
(collectively, the "Registration Statement").
We are of the opinion that such shares of common stock, when sold
and issued in return for the payment described in the Fund's
Registration Statement, were legally issued, fully paid and non-
assessable by the Fund.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
cc: Mr. R. Alan Medaugh
Philadelphia Washington New York Los Angeles Miami
Harrisburg Pittsburgh Princeton
London Brussels Frankfurt Tokyo Singapore Jakarta
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