SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
RULE 24f-2 NOTICE
FOR
FLAG INVESTORS QUALITY GROWTH FUND, INC.
135 East Baltimore Street
Baltimore, MD 21202
_________________________________________________________________
(Address of principal executive offices)
SHARES OF COMMON STOCK (par value $.001 per share)
_________________________________________________________________
(Title of securities with respect to which Notice is filed)
File No. 33-28288
__________________________________
The following information is required pursuant to Rule
24-2(b)(1)
(i) Period for which Notice is filed:
November 1, 1994 through May 17, 1995
(ii) Number or amount of securities of the same class
or series which has been registered under the
Securities Act of 1933 other than pursuant to
Rule 24f-2 but which remained unsold at the
beginning of such fiscal year:
NONE
(iii) Number or amount of securities, if any, registered
during such fiscal year other than pursuant to
Rule 24f-2:
NONE
(iv) Number or amount of securities sold during such
period: (1)
46,123 shares
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(v) Number or amount of securities sold during such
period in reliance upon registration pursuant to
Rule 24f-2: (2)
46,123 shares (see Schedule A attached)
An opinion of counsel with respect to the legality of the above
shares accompanies this notice.
DATED: July 13, 1995
FLAG INVESTORS QUALITY GROWTH
FUND, INC.
By /s/ Brian C. Nelson
Brian C. Nelson
Vice President & Secretary
_______________________
(1) Excludes shares issued upon reinvestment of dividends.
(2) The actual aggregate sales price for which such securities
were sold was $557,667. The actual aggregate redemption
price of securities redeemed during such period by the
Registrant was $6,872,694. No portion of such aggregate
redemption price has been applied by the Registrant pursuant
to Rule 24e-2(a) in a filing made pursuant to Section
24(e)(1) of the Investment Company Act of 1940. Pursuant to
Rule 24f-2(c), the registration fee with respect to
securities sold is calculated as follows: ($557,667 -
$6,872,694) divided by $2,900 = $0. No fee is required.
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FLAG INVESTORS QUALITY GROWTH FUND, INC.
SCHEDULE A
AGGREGATE AGGREGATE
SHARES SALES SHARES REDEMPTION
CLASS SOLD PRICE REDEEMED PRICE
Flag A 46,123 $557,667 573,629 $6,872,694
$557,667 - $6,872,694 = ($6,315,027)
Net Redemptions $6,315,027
Fee Required $ 0
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{letterhead of Morgan, Lewis & Bockius}
July 13, 1995
Flag Investors Quality Growth Fund, Inc.
135 East Baltimore Street
Baltimore, MD 21202
Re: Rule 24f-2 Notice for Flag Investors
Quality Growth Fund, Inc. (File No. 33-28288)
Gentlemen:
Flag Investors Quality Growth Fund, Inc. (the
"Fund") is a corporation organized under the laws of the State of
Maryland with its principal place of business in Baltimore,
Maryland. The Fund is an open-end diversified management
investment company registered with the Securities and Exchange
Commission (the "Commission") under the Investment Company Act of
1940 (the "1940 Act"). This opinion relates to shares of common
stock, par value $.001 per share, sold by the Fund in reliance
upon Rule 24f-2 during its final fiscal period from November 1,
1994 through May 17, 1995, the registration of which is made
definite by the filing of the attached Notice.
We have reviewed all proceedings taken by the
Fund in connection with the offer and sale of the shares of
common stock, par value $.001 per share, which have been offered
under Prospectuses included as part of the Fund's Registration
Statement on Form N-1A, as amended to the date hereof, which has
been filed with the Commission under the Securities Act of 1933
and the 1940 Act (collectively, the "Registration Statement").
We are of the opinion that such shares of
common stock, when sold and issued in return for the payment
described in the Fund's Registration Statement, were legally
issued, fully paid and non-assessable by the Fund.
Very truly yours,
/s/ Morgan, Lewis & Bockius
cc: Mr. Edward J. Veilleux
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