RULE 24f-2 NOTICE
SCOTTISH WIDOWS INTERNATIONA
Securities Act of 1993
File No. 33-35081
Investment Company Act of 19
File No. 811-6019
1) Fiscal year for which no
2) The number or amount of
any, which had been reg
other than pursuant to
of 1940 but which remai
3) The number of amount of
pursuant to Section 24(
4) The net number and dolla
Class A (318,641) and ($
5) The net number and dolla
reliance upon registrati
Class A (318,641) and ($
6) The minimum registration
1996: $100.00
7) The wiring date of the a
depository: February 25,
SCOTTISH WIDOWS INTERNATIONA
/s/ Dennis J. Westley
Vice President and Treasurer
February 25, 1997
Board of Trustees
Scottish Widows International Fund
2650 Westview Drive
Wyomissing, PA 19610
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
We are counsel to the Scottish Widows International Fund
(the "Fund"), a Massachusetts business trust and investment
company registered under the Investment Company Act of 1940
("1940 Act"). The Fund has previously registered an indefinite
number of shares of beneficial interest in the Fund (the
"Shares") pursuant to the Securities Act of 1933 and the 1940 Act
(1933 Act File No. 33-35081 and 1940 Act File No. 811-6019). In
connection therewith the Fund has filed concurrently herewith a
Rule 24f-2 Notice, which notice indicates the number of Shares
sold by the Fund during 1996 (the "Outstanding Shares").
We have examined the following documents in connection with
the Rule 24f-2 Notice filed concurrently herewith: the Fund's
Prospectus and Statement of Additional Information; its
Declaration of Trust; and the Fund's minute books. Based on such
examination and upon examination of such other instruments,
books, and records as we deemed necessary, we are of the opinion
that the Outstanding Shares have been legally issued by the Fund
and are fully paid and non-assessable.
This opinion has been delivered to you solely for your use
in connection with the filing of the Rule 24f-2 Notice and may
not be disclosed by you for any other purpose without our express
written consent.
Very truly yours,
STEVENS & LEE
