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:
Flag Investors Emerging Growth 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 (commenced operations June 20, 1996)
Flag Investors Institutional Shares (commenced operations November 2, 1995)
___________________________________________________________________
3. Investment Company Act File Number: 811-5320
Securities Act File Number: 33-21119
___________________________________________________________________
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
___________________________________________________________________
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
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other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
1,270,694 shares @ $15,397,460
___________________________________________________________________
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
332,315 shares @ $4,572,362
___________________________________________________________________
9. Number and aggregate sale price of securities sold during the
fiscal year:
1,991,418 shares @ $36,518,665.93 (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:
388,409 shares @ $16,548,843.93
___________________________________________________________________
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):
$ 16,548,843.93
____________________
(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):
- 13,733,625
____________________
(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):
$ 2,815,218.93
____________________
(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)}:
$ 853.10
===================
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.
3 <PAGE>
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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).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: 12/19/1996
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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<PAGE>
FLAG INVESTORS EMERGING GROWTH FUND, INC.
SCHEDULE A
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE PRICE
SHARES NUMBER OF VALUE OF FRONT END SALES NUMBER OF OF SHARES
CLASS SOLD AGGREGATE SALES DIVIDENDS REINVESTED COMMISSIONS SHARES REDEEMED REDEEMED
PRICE REINVESTED DIVIDENDS
<S> <C> <C> <C> <C> <C> <C> <C>
Flag Class A 706,114 $ 13,138,521 106,529 $ 1,733,222 $ 210,389.93 675,793 $ 11,827,481
Flag Class B 40,579 779,667 -- -- 137 2,766
Flag Institutional 1,127,123 20,476,816 11,073 180,050 -- 106,769 1,903,378
________ __________ _______ _________ ___________ _______ __________
1,873,816 $ 34,395,004 117,602 $ 1,913,272 $ 210,389.93 782,699 $ 13,733,625
</TABLE>
<TABLE>
<CAPTION>
AGGREGATE SALES PRICE OF
SHARES SOLD IN RELIANCE
NET REDEMPTION CARRY TOTAL SHARES SOLD AGGREGATE SALES PRICE ON AGGREGATE PRICE OF SHARES
FORWARD RULE 24f-2 REDEEMED
<S> <C> <C> <C> <C>
$ 19,969,822 1,991,418 $ 36,518,665.93 $ 16,548,843.93 $ 13,733,625
</TABLE>
$36,518,665.93 - 19,969,822 = $16,548,843.93
$16,548,843.93 - $13,733,625 = $2,815,218.93 divided by 3,300 = $853.10
Fee Required $ 853.10
5 <PAGE>
<PAGE>
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
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, 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. Edward J. Veilleux
Philadelphia Washington New York Los Angeles Miami
Harrisburg Pittsburgh Princeton
London Brussels Frankfurt Tokyo Singapore Jakarta
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