RULE 24f-2 NOTICE
for
Mutual Series Fund Inc. (the "Fund")
File No. 33-18516
Filed on behalf of the Fund
1. Fiscal year for which notice is filed: Fiscal year ended
December 31, 1995.
2. The number or amount of securities of the same class or
series, if any, which has been registered under the Securities
Act of 1933 other than pursuant to this section but which
remained unsold at the beginning of such fiscal year: None.
3. The number or amount of securities, if any, registered
during such fiscal year other than pursuant to this
section: None.
4. The number or amount of securities sold during such fiscal
year: 114,449,412.
5. The number or amount of securities sold during such fiscal
year in reliance upon registration pursuant to this section:
114,449,412.
(Footnote)
* Total securities for all four series of the Fund.
Calculation of filing fee: (1) Mutual Shares Fund equals
$708,857,120 (aggregate sales price of such securities
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RULE 24f-2 NOTICE
for
Mutual Series Fund Inc. (the "Fund")
File No. 33-18516
(Footnote * continued from previous page)
sold during such fiscal year in reliance upon registration
pursuant to Rule 24f-2), less $302,552,454 (aggregate redemption
price of such securities redeemed during such fiscal year there
having been no amount applied pursuant to Rule 24e-2(a) in
filings made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940) multiplied by 1/29 of 1% (registration fee
rate), yields $140,105 as the required registration fee for this
entity. (2) Mutual Qualified Fund equals $885,069,058 (aggregate
sales price of such securities sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2), less
$210,385,676 aggregate redemption price of such securities
redeemed during such fiscal year, there having been no amount
applied pursuant to Rule 24e-2(a) in filings made pursuant to
Section 24(e)(1) of the Investment Company Act of 1940)
multiplied by 1/29 of 1% (registration fee rate), yields $232,649
as the required registration fee for this entity. (3) Mutual
Beacon Fund equals $1,353,842,644 (aggregate sales price of such
securities sold during such fiscal year in reliance upon
registration pursuant to Rule 24f-2), less $471,915,346
(aggregate redemption price of such securities redeemed during
such fiscal year, there having been no amount applied pursuant to
Rule 24e-2(a) in filings made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940) multiplied by 1/29 of 1%
(registration fee rate), yields $304,113 as the required
registration fee for this entity; and
<PAGE>
RULE 24f-2 NOTICE
for
Mutual Series Fund Inc. (the "Fund")
File No. 33-18516
(Footnote * continued from previous page)
(4) Mutual Discovery Fund equals $564,612,584 (aggregate sales
price of such securities sold during such fiscal year in reliance
upon registration pursuant to Rule 24f-2), less $148,437,161
(aggregate redemption price of such securities redeemed during
such fiscal year, there having been no amount applied pursuant to
Rule 24e-2(a) in filings made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940) multiplied by 1/29 of 1%
(registration fee rate), yields $143,509 as the required
registration fee for this entity. The total required
registration fee equals $820,376 the sum of the fees for 1, 2, 3
and 4 above.
<PAGE>
RULE 24f-2 NOTICE
for
Mutual Series Fund Inc. (the "Fund")
File No. 33-18516
(Footnote * continued from previous page)
* Total securities for all three series of the Fund, which
were separate registered investment companies until their mergers
into the Fund on February 19, 1988.
/s/ Elizabeth N. Cohernour
Secretary
Mutual Series Fund Inc.
<PAGE>
MILES & STOCKBRIDGE
A Professional Corporation
ATTORNEYS AT LAW
10 LIGHT STREET
BALTIMORE, MD 21202-1487
FAX (410) 385-3700
PHONE (410) 727-6464
February 27, 1996
Mutual Series Fund Inc.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
Ladies and Gentlemen:
We have examined the Charter of Mutual Series Fund Inc. (the
"Company") as certified by the State Department of Assessments
and Taxation of the State of Maryland (the "SDAT"), as having
been filed with the SDAT as of September 30, 1992, together with
minutes of certain proceedings of the resolutions adopted by
unanimous written consent of the Company's Board of Directors
that you have supplied to us. We also have examined a
Certificate of Corporate Secretary dated as of the date hereof
certifying that certain resolutions adopted by the Board of
Directors are still in effect insofar as they relate to the
issuance of the Company's capital stock, together with a
Certificate of Treasurer certifying that the Company has issued
certain shares of its capital stock against payment therefor in
accordance with the resolutions authorizing their issuance. In
rendering our opinion, we are relying on the certificates of
Corporate Secretary and Treasurer and have made no independent
investigation or inquiry as to the matters set forth therein.
Based on our examination, we are of the opinion that all
necessary corporate action was taken to authorize the issuance,
sale and delivery, during the period January 1, 1995 through
December 31, 1995, of (a) 7,891,894 shares of the Company's
Mutual Series Fund Stock, par value $.001 per share, (b)
29,376,535 shares of the Company's Mutual Qualified Fund Stock,
par value $.001 per share, (c) 39,265,763 shares of the Company's
Mutual Beacon Fund Stock, par value per share, and (d) 37,915,220
shares of the Company's Mutual Discovery Fund Stock, par value
$.001 per share, and that all of such shares of capital stock
were legally issued, and are full paid and non-assessable.
<PAGE>
We are admitted to practice under the laws of the State of
Maryland and we express no opinion as to the laws of any
jurisdiction other than the laws of the State of Maryland. This
opinion is being furnished to you solely for your benefit and may
not be relied upon by any other person. We hereby consent to the
filing of this opinion with the Securities and Exchange
Commission in connection with the filing of the Company's Rule
24f-2 Notice pursuant to the Investment Company Act of 1940.
Very truly yours,
Mile and Stockbridge,
a Professional Corporation
By: /s/
Principal
