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: American Gas Index Fund,
Inc.
4922 Fairmont Avenue
Bethesda, Maryland 20814
2. Name of each series or class of funds for which this
notice is filed: American Gas Index Fund, Inc.
3. Investment Company Act File Number: 811-5702
Securities Act File Number: 33-25678
4. Last day of fiscal year for which this notice is filed:
March 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: []
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:
<PAGE>
<PAGE>
Shares sold: 4,011,326
Aggregate Sale Price: $ 50,158,103
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2.
Shares sold: 4,011,326
Aggregate Sale Price: $ 50,158,103
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):
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): $ 50,158,103
(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): - 68,590,822
(iv) Aggregate price of shares redeemed or
repurchased 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 during the fiscal
year in reliance on rule 24f-2 [line
(i), plus line (ii), less line (iii),
plus line (iv)] (if applicable): $(18,432,719)
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or
other applicable law or regulation
(see Instruction C.6): 0.0003448276
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ -0-
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.
<PAGE>
<PAGE>
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). []
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
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/ Timothy N. Coakley
Vice President and Controller
Date: 5/29/96
*Please print the name and title of the signing officer below
the signature
<PAGE>
<PAGE>
JORDEN BURT BERENSON & JOHNSON LLP
Suite 400 East
1025 Thomas Jefferson Street, N.W.
Washington, D.C. 20007-0805
(202) 965-8100
Telecopier (202) 965-8104
May 29, 1996
American Gas Index Fund, Inc.
4922 Fairmont Avenue
Bethesda, Maryland 20814
Re: American Gas Index Fund, Inc.
Registration No. 33-25678
Rule 24f-2 Notice
Gentlemen:
This opinion is furnished in connection with Rule 24f-2
under the Investment Company Act of 1940, as amended (the
"1940 Act"). We understand that, pursuant to Rule 24f-2, the
American Gas Index Fund, Inc. (the "Fund"), has registered an
indefinite number of shares of Common Stock, $.001 par value
per share, of the Fund (the "Shares") under the Securities Act
of 1933, as amended, and the 1940 Act. We further understand
that, pursuant to the provisions of Rule 24f-2, the Fund is
filing with the Securities and Exchange Commission the Notice
attached hereto making definite the registration of the Shares
sold in reliance upon Rule 24f-2 during the fiscal year ended
March 31, 1996.
In connection with rendering this opinion, we have
reviewed certain documents with respect to the Fund, including
the Fund's Articles of Incorporation, Bylaws, minutes provided
to us by the Fund, and such other documents as we have deemed
necessary and appropriate. We have assumed that all such
documents are in full force and effect and have not been
rescinded or modified. We have assumed the genuineness of all
signatures and the authenticity of all documents submitted to
us as originals and the conformity to original documents of
all documents submitted to us as certified or photostatic
copies. We have assumed, without independent investigation or
<PAGE>
<PAGE>
American Gas Index Fund, Inc.
May 29, 1996
Page 2
verification, the accuracy of all facts set forth in
certificates executed by public officials and authorized
representatives of the Fund and the accuracy of all facts set
forth in oral or written statements made to us.
We have assumed the validity of all corporate actions
represented to us as having been taken. We have also assumed
substantial compliance by the Fund and its representatives
with all applicable legal requirements to the extent necessary
to validate the actions taken or intended to be taken in
connection with the authorization, issuance, classification,
designation, and other corporate actions with respect to the
Shares described below. This opinion is issued as of the date
hereof and is necessarily limited by laws now in effect and
facts and circumstances presently brought to our attention and
is subject to any change in law or facts reported or occurring
subsequent to the date hereof.
Based upon and subject to the foregoing, we are of the
opinion that the Shares, which are the subject of the Notice
filed with the Securities and Exchange Commission today, were
legally issued, fully paid, and nonassessable.
We consent to the filing of this opinion with the Notice.
This opinion is rendered solely in connection with the Fund's
Rule 24f-2 Notice, dated May 29, 1996, and may not be relied
upon for any other purpose without our written consent first
had and obtained.
Very truly yours,
/s/ JORDEN BURT BERENSON & JOHNSON
LLP
JORDEN BURT BERENSON & JOHNSON LLP
<PAGE>
<PAGE>
