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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,
1997
5. Check box is 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:
Shares Sold: 3,495,784
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Aggregate Sale Price: $51,033,141
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2.
Shares Sold: 3,495,784
Aggregate Sale Price: $51,033,141
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):
<TABLE>
<CAPTION>
<S> <C>
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): $ 51,033,141
(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): - 65,920,201
(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): $(14,887,060)
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): 0.0003030303
(vii)Fee due [line (i) or line (v) multiplied
by line (vi)]: $ - 0 -
</TABLE>
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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).
[ ]
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: 5/27/97
* Please print the name and title of the signing officer below the
signature.
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JORDEN BURT BERENSON & JOHNSON LLP
Suite 400 East
1025 Thomas Jefferson Street, N.W.
Washington, D.C. 20007
May 28, 1997
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. 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, 1997.
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 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<PAGE>
American Gas Index Fund, Inc.
May 28, 1997
Page 2
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 27, 1997, 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>
