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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:
Atlas Assets, Inc.
794 Davis Street
San Leandro, CA 94577
______________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
See attached list.
______________________________________________________________________________
3. Investment Company Act File Number: 811-5485
Securities Act File Number: 33-20318
______________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
12/31/96
______________________________________________________________________________
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:
/ /
______________________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
______________________________________________________________________________
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:
117,527 shares, $272,372,422 (aggregate sales price)
______________________________________________________________________________
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2.
117,527 shares, $272,372,422
______________________________________________________________________________
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):
6,612,000 shares, $38,532,610 (sales price)
______________________________________________________________________________
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during + 272,372,422
the fiscal year in reliance on rule 24f-2 ___________________
(from Item 10):
(ii) Aggregate price of shares issued in connection + 38,532,610
with dividend reinvestment plans (from Item 11, ___________________
if applicable):
(iii) Aggregate price of shares redeemed or repurchased - 230,305,610
during the fiscal year (if applicable): ___________________
(iv) Aggregate price of shares redeemed or repurchased + -0-
and previously applied as a reduction to filing ___________________
fees pursuant to rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued 80,599,422
during the fiscal year in reliance on rule 24f-2 ___________________
line (i), plus line (ii), less line (iii), plus
line (iv) (if applicable):
(vi) Multiplier prescribed by Section 8(b) of the x .00030303
Securities Act of 1933 or other applicable law or ___________________
regulation (see instruction C.8):
(vii) Fee due (line (i) or line (v) multiplied by 24,424.04
line (vi)): ___________________
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.
______________________________________________________________________________
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:
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_______________________________________________________________________________
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/ Steven Gray
_______________________________________________
Vice President and Chief
_______________________________________________
Date 2/27/97 Legal Counsel
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*Please print the name and title of the signing officer below the signature.
_______________________________________________________________________________
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ATLAS ASSETS, INC.
ATTACHMENT TO FORM 24F-2
ITEM 2.
Atlas Assets, Inc. is sold under the name Atlas Funds and consists of the
following series:
Atlas National Municipal Money Fund
Atlas California Municipal Money Fund
Atlas National Municipal Bond Fund
Atlas California Municipal Bond Fund
Atlas U.S. Government and Mortgage Securities Fund
Atlas Growth and Income Fund
Atlas U.S. Treasury Money Fund
Atlas U.S. Government Intermediate Fund
Atlas National Insured Intermediate Municipal Fund
Atlas California Insured Intermediate Municipal Fund
Atlas Balanced Fund
Atlas Strategic Growth Fund
Atlas Global Growth Fund
Atlas Strategic Income Fund
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PAUL, HASTINGS, JANOFSKY AND WALKER LLP
555 South Flower Street
Los Angeles, California 90071
Atlas Assets, Inc.
794 Davis Street
San Leandro, CA 94577
Re: Rule 24f-2 Notice for Fiscal Year
Ended December 31, 1996
SEC File No. 811-5485
Ladies and Gentlemen:
You have requested that we render an opinion to Atlas Assets, Inc. (the
"Fund") as to the matters described in Rule 24f-2(b)(1) under the Investment
Company Act of 1940 (the "Act"), which opinion you are required to file with
the Securities and Exchange Commission (the "Commission") together with a
Rule 24f-2 Notice for the Fiscal year ended December 31, 1996 (the "Notice").
With respect to factual matters in this opinion, we have relied upon
the accuracy of the representations made to us by the Treasurer and
Secretary of the Fund in certificates executed by them and have not
independently verified the accuracy of such factual information. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction as being true copies, of those corporate records of the Fund,
certificates of public officials, and other documents and matters as we have
deemed necessary for the purpose of this opinion. We have assumed without
independent investigation or verification the authenticity of the documents
submitted to us as originals and the conformity to the original documents of
all documents submitted to us as copies.
Upon the basis of the foregoing and in reliance thereon, and in
reliance upon such other matters as we deem relevant under the circumstances,
it is our opinion that the shares of common stock of the Fund issued during
the Fund's fiscal year ended December 31, 1996, the registration of which
shares the Notice makes definite in number, are legally issued, fully paid and
nonassessable.
We have not verified, are not passing upon and do not assume any
responsibility for the accuracy or completeness of the statements contained
in the Notice, or
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for the propriety of the filing of the Notice with the Commission. Our
opinion is limited to the Act and the laws of the State of Maryland, and we
express no opinion as to the applicability or effect of the laws of any other
jurisdiction.
This letter is furnished to you pursuant to your request and to the
requirements imposed upon you by Rule 24f-2(b)(1) under the Act and is
intended solely for your benefit for the purpose of completing the filing of
the Notice with the Commission. This letter may not be used for any other
purpose or furnished to or relied upon by any other persons, or including in
any filing made with any other regulatory authority, without our prior
written consent.
Very truly yours,
/s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP
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February 27, 1997
Securities and Exchange Commission
Re: Rule 24F-2 Notice For Atlas Assets, Inc.
File Nos. 33-20318 and 811-5485
CIK No. 0000930144
Ladies and Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Atlas
Assets, Inc., a Maryland corporation (the "Company") hereby files its Rule
24f-2 Notice for the fiscal year ended December 31, 1996 (the "Fiscal Year").
As shown in Item 12 of the enclosed FORM 24f-2, the Company had a
registration fee due in the amount of $24,427.04. That amount has been wired
to the Commission's lockbox depository.
Also, enclosed is an opinion of counsel to the company, indicating that
shares sold during the Fiscal Year were legally issued, fully paid and
non-assessable.
Any questions regarding this matter should be directed to the undersigned at
(610) 297-7424.
Sincerely,
/s/ Steven J. Gray
Steven J. Gray
Vice President
Chief Legal Counsel
Enclosures
