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:
SG Cowen Funds, Inc.
Financial Square
New York, NY 10005
2. Name of each series or class of funds for which this Form is filed
(If the Form is being filed for all series and classes of securities
of the issuer, check the box but do not list series or classes):[ x ]
3. Investment Company Act File Number: 811-5388
Securities Act File Number: 33-18505
4(a). Last day of fiscal year for which this notice is filed:
November 30, 1998
4(b). [ ] Check box if this Form is being filed late (i.e.,more than 90
days after the end of the issuer's fiscal year). (See Instruction
A.2)
4(c). [ ] Check box if this is the last time the issuer will be filing
this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year pursuant rule 24(f):
$ 34,153,536
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year:
$ 61,471,848
(iii) Aggregate price of securities redeemed or
repurchased during any prior fiscal year
ending no earlier than October 11, 1995
that were not proviously used to reduce
registration fees payable to the Commission:
$ 0.00
(iv) Total available redemption credits [add
Items 5(ii) and 5(iii)]:
- $ 61,471,848
(v) Net sales-- if Item 5(i) is greater than
Item 5(iv) [subtract Item 5(iv) from
Item 5(i)]:
- $ 27,318,312
____________________________________________________________________
|(vi) Redemption credits available for use in future |
| years-- if Item 5(i) is less than Item 5(iv) |
| Subtract Item 5(iv) form Item 5(i): |
| |
| $( 0.00 ) |
|____________________________________________________________________|
(vii) Mutliplier for determining registration fee
(See instruction C.9):
x 1/36 of 1%
(viii) Registration fee due [multiply Item 5(v) by
Item 5(vii)] (enter "0" if no fee is due):
= $ 0
_________________
6. Prepaid Shares
If the repsonse to Item 5(i) was determined by deducting an amount of
securities that were registered under the Secuties Act of 1933
pursuant to rule 24e-2 as in effect before [effective date of
rescisision of rule 24e-2], then report the amount of securities
(number of shares or other units) deducted here: NONE . If there is
a number of shares or other units that were registered pursuant to
rule 24e-2 remaining unsold at the end of the fiscal year for which
this form is filed that are available for use by the issuer in future
fiscal years, then state that number here: NONE .
7. Interest due-- if this Form is being filed more than 90 days after
the end of the issuer's fiscal year (see Instruction D):
+ $ 0.00
8. Total of the amount of the registration fee due plus any interest due
[line 5(viii) plus line 7]:
= $ 0
_________________
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
Method of Delivery:
[ x ] Wire Transfer
[ ] Mail or Other Means
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, Treasurer
Date: January 11, 1999
*Please print the name and title of the signing officer below the
signature.
SG Cowen Funds, Inc.
Securities Act File No.033-18505
Investment Company Act File No. 811-5388
Gentlemen:
You have requested that, as counsel to SG Cowen Funds, 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, 1998.
The Notice states that, during the fiscal year ended November 30, 1998
the Fund had net sales of $-0- worth of its shares of common stock,
$.01 par value per share (the "Shares"). The Notice also states that
the aggregate public offering price of share sold was $34,153,536
(including $20,782,500 worth of shares issued upon automatic reinvestment
of dividends), and an aggregate of $61,471,848 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 necesssary to form a basis for this
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 onion that the Shares were
legally issued, fully paid and non-assessable by the Fund.
Very truly yours,
/s/Rodd M. Baxter
Rodd M. Baxter
SG Cowen Asset Management
Financial Square
New York, New York 10005
