U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
The GCG Trust
280 Park Avenue
New York, New York 10017
2. Name of each series or class of funds for which this notice
is filed:
Multiple Allocation Series
Fully Managed Series
Limited Maturity Bond Series
Natural Resources Series
Real Estate Series
All-Growth Series
Capital Appreciation Series
The Fund For Life
Emerging Markets Series
Rising Dividends Series
Market Manager Series
Value Equity Series
Strategic Equity Series
Liquid Asset Series
3. Investment Company Act File Number: 811-5629
Securities Act File Number: 33-23512
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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):
N/A
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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:
Number: 2,684,218
Sale Price: $26,265,990
Pursuant to Instruction B.5 of Form 24F-2, securities sold
to unmanaged separate accounts that offer interests that are
registered under the Securities Act of 1933, and on which a
registration fee has been or will be paid, have been
excluded from the securities reported herein. During the
fiscal year ended December 31, 1995, the Registrant sold
52,399,956 shares (aggregate sale price: $194,221,365) to
such separate accounts.
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
Number: 2,684,218
Sale Price: $26,265,990
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):
Number: 187
Sale Price: $1,849
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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): $26,265,990
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 1,849
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - 950,828
[Pursuant to Instruction C.4 of Form 24F-2, shares
redeemed from unmanaged separate accounts have not
included in the number of shares redeemed provided
above.]
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to filing
fees pursuant to rule 24e-2
(if applicable): + N/A
(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): $25,317,011
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/2900
(vii) Fee due [line (i) or in (v) multiplied
by line (vi)]: $ 8,730.00
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: February 23, 1996
<PAGE>
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/ Mitchell M. Cox
Mitchell M. Cox
Assistant Secretary
Date February 26, 1996
*Please print the name and title of the signing officer below the
signature.
<PAGE>
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005-1208
Telephone: (202) 626-3300
Fax: (202) 626-3334
February 26, 1996
The GCG Trust
280 Park Avenue
New York, New York 10017
Dear Sirs:
As counsel for The GCG Trust (the "Trust") during the
fiscal year ended December 31, 1995, we are familiar with the
Trust's registration under the Investment Company Act of 1940 and
with the registration statement relating to its shares of
beneficial interest (the "Shares") under the Securities Act of
1933 (File No. 33-23512) (the "Registration Statement"). We have
also examined such other corporate records, agreements, documents
and instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion with
respect to the Shares the registration of which is being made
definite by the Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940 ("Notice") being filed by the
Trust for its fiscal year ended December 31, 1995, assuming such
Shares were sold at the public offering price and delivered by
the Trust against receipt of the net asset value of the Shares in
compliance with the terms of the Registration Statement and the
requirements of applicable law, that such Shares were, when sold,
duly and validly authorized, legally and validly issued, fully
paid, and non-assessable by the Trust.
We consent to the filing of this opinion in connection
with the Notice on Form 24F-2 to be filed by the Trust with the
Securities and Exchange Commission for the Trust's fiscal year
ended December 31, 1995.
Very truly yours,
/s/ Dechert Price & Rhoads
