SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
RULE 24f-2 NOTICE
FOR
FLAG INVESTORS EMERGING GROWTH FUND, INC.
135 East Baltimore Street
Baltimore, MD 21202
_________________________________________________________________
(Address of principal executive offices)
SHARES OF COMMON STOCK (par value $.001 per share)
_________________________________________________________________
(Title of securities with respect to which Notice is filed)
File No. 33-21119
811-5320
__________________________________
The following information is required pursuant to Rule
24f-2(b)(1)
(i) Period for which Notice is filed:
November 1, 1994 through October 31, 1995 (fiscal
year)
(ii) Number or amount of securities of the same class
or series which has been registered under the
Securities Act of 1933 other than pursuant to
Rule 24f-2 but which remained unsold at the
beginning of such fiscal year:
1,020,923 shares*
(iii) Number or amount of securities, if any, registered
during such fiscal year other than pursuant to
Rule 24f-2:
985,114 shares*
(iv) Number or amount of securities sold during such
period: (1)
735,343 shares
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(v) Number or amount of securities sold during such
period in reliance upon registration pursuant to
Rule 24f-2: (2)
None (2) (see Schedule A attached)
An opinion of counsel with respect to the legality of the above
shares accompanies this notice.
DATED: December 20, 1995
FLAG INVESTORS EMERGING GROWTH
FUND, INC.
By /s/ Joseph A. Finelli
Joseph A. Finelli
Treasurer
_______________________
(1) Excludes shares issued upon reinvestment of dividends.
(2) The actual aggregate sales price for which such securities
were sold was $0. By offsetting the Fund's sales for its
fiscal year ended October 31, 1995 with prior registrations
of net redemptions under Rule 24e-2 as shown in (ii), (iii)
and (iv) above, there were no sales pursuant to Rule 24f-2
in the fiscal year ended October 31, 1995. The actual
aggregate redemption price of securities redeemed during
such period by the Registrant was $4,572,632. No portion of
such aggregate redemption price has been applied by the
Registrant pursuant to Rule 24e-2(a) in a filing made
pursuant to Section 24(e)(1) of the Investment Company Act
of 1940. Pursuant to Rule 24f-2(c), the registration fee
with respect to securities sold is calculated as follows:
($0 - $4,572,632) Divided by 2,900 = $0.
No fee is required.
* Amounts carried forward have been reduced based on a
recomputation of the number of shares permitted to be
registered for the minimum filing fee of $100 for shares
registered under Rule 24e-2 of the Investment Company Act of
1940, as amended. There were net redemptions in each year
for which an adjustment was made and the Fund carried
forward a larger number of shares than this adjustment each
year. Accordingly, none of the adjusted shares was ever
used.
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FLAG INVESTORS EMERGING GROWTH FUND, INC.
SCHEDULE A
NET REDEMPTION SHARES SOLD IN
CARRY FORWARD SHARES RELIANCE ON SHARES
(SHARES) SOLD (1) RULE24f-2 REDEEMED (2)
2,006,037 735,343 0 316,169
Fee Required $ 0
__________________
(1) 735,343 shares @ $10,561,629
(2) 316,169 shares @ $4,572,632
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{LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP}
December 20, 1995
Flag Investors Emerging Growth Fund, Inc.
135 East Baltimore Street
Baltimore, MD 21202
Re: Rule 24f-2 Notice for
Flag Investors Emerging Growth Fund, Inc.
(File Nos. 33-21119 and 811-5320)
Gentlemen:
Flag Investors Emerging Growth 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, 1995, 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. Edward J. Veilleux
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