FFTW FUNDS INC
24F-2NT, 1997-02-28
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                                Form 24F-2

                       Annual Notice of Securities Sold
                            Pursuant to Rule 24f-2

1. 	Name and address of issuer:   FFTW Funds, Inc.
                             					200 Park Avenue
                             					New York, NY 10166

2. 	Name of each series or class of funds for which this notice is filed:
   	U.S. Short-Term Portfolio, Stable Return Portfolio, Worldwide Short-Term 
    Fixed Income Portfolio, Worldwide Portfolio, Worldwide-Hedged Portfolio, 
    International Hedged Portfolio, International Portfolio, and Mortgage 
    Total Return Portfolio.

3. 	Investment Company Act File Number:  811-5796

   	Securities Act File Number: 33-27896

4. 	Last day of fiscal year for which this notice is filed: 12/31/96

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:                24,883,412    	$247,651,590

8.	 Number and amount of securities registered during the fiscal year other 
    than pursuant to rule 24f-2:    0	            	$0

9. 	Number and aggregate sale price of securities sold during the fiscal 
    year:                           754,332,185	   $7,445,064,643

10.	Number and aggregate sale price of securities sold during the fiscal 
    year in reliance upon registration pursuant to rule 24f-2:
                                    754,332,185	   $7,445,064,643



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):               4,964,919	     $49,302,405

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): 							       $7,445,064,643
   	(ii)  Aggregate price of shares issued in connection with dividend 
          reinvestment plans (from Item 11, if applicable): 			$49,302,405
	   (iii) Aggregate price of shares redeemed or repurchased during fiscal 
          year (if applicable): 				 			                      	$7,246,715,459
   	(iv)  Aggregate price of shares redeemed or repurchased and previously 
          applied as a reduction to filing fees pursuant to rule 24e-2 (if 
          applicable):	                                        $247,651,589
   	(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):             	$0.00
   	(vi)  Multiplier prescribed by Section 6(b) of the Securities Act of 
          1933 or other applicable law or regulation (see Instruction C.6): 
          1/3300  
  	 (vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $0.00

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).  Not Applicable

Date of mailing or wire transfer of filing fees to the Commission's lockbox 
depository:         Not Applicable

                                   	SIGNATURES

This report has been signed below by the following persons on behalf of the 
issuer and in the capacities and on the dated indicated.

By    			/s/ William E. Vastardis
			          William E. Vastardis
          			Secretary

Date February 28, 1997		


			


DECHERT PRICE & RHOADS
30 Rockerfeller Plaza
New York, New York 10112

February 24, 1997

FFTW Funds, Inc.
200 Park Avenue
New York, New York 10166

Dear Sirs:

As counsel for FFTW Funds, Inc. (the "Fund") during the fiscal year ended 
December 31, 1996, we are familiar with the Fund's registration under the 
Investment Company Act of 1940 and with the registration statement relating to 
its Shares of Common Stock (the `Shares") under the Securities Act of 1933 
(File No. 33-27896) (the "Registration Statement").  We have also examined 
such other corporate records, agreements, document and instruments as we 
deemed appropriate.

Based upon the foregoing, it is our opinion that the Shares sold at the public 
offering price and delivered by the Fund 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 during the Fund's fiscal year ended 
December 31, 1996, were, when sold, duly and validly authorized, legally and 
validly issued, and fully paid and non-assessable.

We consent to the filing of this opinion in connection with the Notice 
pursuant to Rule 24f-2 under the Investment Company Act of 1940 for the fiscal 
year ended December 31, 1996 to be filed on behalf of the Fund with the 
Securities and Exchange Commission.

Very truly yours,

/s/ DECHERT PRICE & RHOADS




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