Annual Notice of Securities Sold Pursuant to Rule 24F-2
UNITED STATES
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.
1. Name and address of issuer:
Flag Investors Emerging Growth Fund, Inc.
One South Street
Baltimore, MD 21202
___________________________________________________________________
2. The name of each series or class of securities 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: 811-5320
Securities Act File Number: 33-21119
___________________________________________________________________
4(a). Last day of fiscal year for which this Form is filed:
October 31, 1997
___________________________________________________________________
4(b). [ ] Check box if this Form is being filed late (i.e.,more
than 90 calendar days after the end of the issuer's
fiscal year). (See Instruction A.2)
Note: If the Form is being filed late, interest must be paid on the
registration fee due.
___________________________________________________________________
4(c). [ ] Check box if this is the last time the issuer will be
filing this Form.
___________________________________________________________________
1 <PAGE>
<PAGE>
5. Calculation of registration fee: (see attached Schedule A)
(i) Aggregate sale price of securities sold during
the fiscal year pursuant to section 24(f): $ 80,665,408.74
_____________
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year: $ 40,585,610.00
________________
(iii) Aggregate price of securities redeemed or
repurchased during any prior fiscal year
ending no earlier than October 11, 1995
that were not previously used to reduce
registration fees payable to the
Commission: $ 0
______________
(iv) Total available redemption credits {add
Items 5(ii) and 5(iii)}: -$ 40,585,610.00
_______________
(v) Net sales -- if Item 5(i) is greater than
Item --5(iv) {subtract Item 5(iv) from
Item 5(i)}: $ 40,079,798.74
________________
(vi) Redemption credits available for use in
future years $( )
_______________
--if Item 5(i) is less than Item 5(iv)
{subtract Item 5(iv) from Item 5(i)}:
(vii) Multiplier for determining registration fee (See
Instruction C.9): x.000295
________
(viii) Registration fee due {multiply Item 5(v) by Item
5(vii)} (enter "0" if no fee is due): =$11,823.54
_________
______________________________________________________________________________
<PAGE>
6. Prepaid shares
If the response to Item 5(i) was determined by deducting an
amount of securities that were registered under the Securities
Act of 1933 pursuant to rule 24e-2 as in effect before October
11, 1997, then report the amount of securities (number of
shares or other units) deducted here:__________If there is a
number of shares or other units that were registered pursuant
to rule 24e-2 remaining unsold at the end of the fiscal year
for which this form is filed that are available for use by the
issuer in future fiscal years, then state that number here:
____________
___________________________________________________________________
7. Interest due -- if this Form is being filed more than 90 days
after the end of the issuer's fiscal year (see Instruction D):
+$__________
___________________________________________________________________
8. Total of the amount of the registration fee due plus any
interest due {line 5(viii)
plus line 7}:
=$11,823.54
__________
___________________________________________________________________
9. Date the registration fee and any interest payment was sent to
the Commission's lockbox depository:
January 16, 1998
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/ Joseph A. Finelli
Joseph A. Finelli, Chief Financial Officer
Date: January 15, 1998
* Please print the name and title of the signing officer below the signature.
3 <PAGE>
<PAGE>
<TABLE>
<CAPTION>
FLAG INVESTORS EMERGING GROWTH FUND, INC.
SCHEDULE A
<S> <C> <C> <C> <C> <C> <C> <C>
NUMBER OF NUMBER OF VALUE OF FRONT END NUMBER OF AGGREGATE PRICE
SHARES AGGREGATE SALES DIVIDENDS REINVESTED SALES SHARES OF SHARES
CLASS SOLD PRICE REINVESTED DIVIDENDS COMMISSIONS REDEEMED REDEEMED
Flag Class A 1,220,895 $24,515,195.00 92,972 $1,709,779.00 $343,649.74 612,803 $12,465,235.00
Flag Class B 234,480 $ 5,012,881.00 2,231 $ 40,890.00 N/A 27,166 $ 564,373.00
Flag
Institutional 834,599 $16,289,665.00 49,811 $ 916,529.00 N/A 1,353,795 $26,372,242.00
ABCAT 1,587,453 $31,836,820.00 -- -- N/A 53,561 $1,183,760.00
=======================================================================================================================
TOTALS 3,877,427 $77,654,561.00 145,014 $2,667,198.00 $343,649.74 2,047,325 $40,585,610.00
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
AGGREGATE SALES AGGREGATE
NET TOTAL SHARES PRICE OF SHARES PRICE OF
REDEMPTION SOLD AND AGGREGATE SOLD IN RELIANCE SHARES
CARRY FORWARD REINVESTED SALES PRICE ON RULE 24F-2 REDEEMED
$ 0 4,022,441 $80,665,408.74 $80,665,408.74 $40,585,610.00
<FN>
$80,665,408.74 - $40,585,610.00 = $40,079,798.74
$40,079,798.74 x .000295 = $11,823.54
</FN>
</TABLE>
Fee Required $ 11,823.54
4 <PAGE>
<PAGE>
