59 WALL STREET FUND INC
24F-2NT, 1995-12-29
Previous: 59 WALL STREET FUND INC, 24F-2NT, 1995-12-29
Next: CENTRAL EQUITY TRUST UTILITY SERIES 3, 497J, 1995-12-29



                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

1.    Name and  address of issuer:

      The 59 Wall Street Fund, Inc.
      6 St. James Avenue
      Boston, MA  02116

2.    Name of each series or class of funds for which this notice is filed:

      The 59 Wall Street Fund, Inc.
           U.S. Equity Fund
           Short/Intermediate Fixed Income Fund

3.    Investment Company Act File Number:  811-06139

      Securities Act File Number:    33-48605

4.    Last day of fiscal year for which this notice is filed:   October 31, 1995

5.    Check box if this notice is being filed more than 180 days after the close
      of the issuer's fiscal year for the 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 year:    0

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

9.    Number and aggregate sale price of securities sold during the fiscal year:

      Series of Registrant                           Number           Sale Price

      The 59 Wall Street Fund, Inc.
           U.S. Equity Fund                         300,861           $9,618,272
           Short/Intermediate Fixed Income Fund     604,528           $5,781,933

                                                    905,389          $15,400,205

10.   Number and aggregate sale price of securities sold during the fiscal year
      in reliance upon registration pursuant to rule 24f-2:

      Series of Registrant                           Number           Sale Price

      The 59 Wall Street Fund, Inc.
           U.S. Equity Fund                         300,861           $9,618,272
           Short/Intermediate Fixed Income Fund     604,528           $5,781,933

                                                    905,389          $15,400,205
<PAGE>

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):

      Series of Registrant                           Number           Sale Price

      The 59 Wall Street Fund, Inc.
           U.S. Equity Fund                          13,641             $393,829
           Short/Intermediate Fixed Income Fund      29,043             $277,410

                                                     42,684             $671,239

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): $15,400,205

      (ii)  Aggregate price of shares issued in connection with dividend
            reinvestment plans (from Item 11, if applicable): +671,239

      (iii) Aggregate price of shares redeemed or repurchased during the fiscal 
            year (if applicable): -11,581,487

      (iv)  Aggregate price of shares redeemed or repurchased and previously 
            applied as a reduction to filing fees pursuant to rule 24e-2 
            (if applicable): +0

      (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): +4,489,957

      (vi)  Divisor prescribed by Section 6(b) of the Securities Act of 1933 or
            other applicable law or regulation (see Instruction C.6): 2,900

      (vii) Fee due [line (i) or line (v) divided by line (vi)]: $1,548.26

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).
                                                                           [ X ]

      Date of mailing or wire transfer of filing fees to the Commissioner's 
      lockbox depository:  December 28, 1995


                                   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/ Brian J. Hall

                                   Assistant Treasurer

      Date December 28, 1995







<PAGE>


                            Philip W. Coolidge, Esq.
                          6 St. James Avenue, 9th Floor
                           Boston, Massachusetts 02116
                                 (617) 423-0800


                                                               December 28, 1995


The 59 Wall Street Fund, Inc.
6 St. James Avenue
Boston, Massachusetts 02116

RE:   Rule 24f-2 Notice for The 59 Wall Street Fund, Inc.
           with respect to The 59 Wall Street U.S. Equity Fund and The 59 Wall
           Street Short/Intermediate Fixed Income Fund (the "Funds")

      This  opinion is being  furnished  in  connection  with the  registration,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended (the
"1940 Act"), of an indefinite number of shares of common stock (par value $0.001
per share)  (the  "Shares")  of the Funds,  each a series of The 59 Wall  Street
Fund, Inc., a Maryland corporation (the "Corporation"), under the Securities Act
of 1933, as amended (the "1933 Act"). I understand that the Corporation proposes
to file a notice (the "Notice") with the Securities and Exchange Commission (the
"Commission")  with respect to the  Corporation's  fiscal year ended October 31,
1995,  pursuant  to such Rule 24f-2  under the 1940 Act.  This  opinion is being
furnished with a view to your filing it with the Commission in conjunction  with
the filing of the Notice.

      This  opinion is limited  solely to the laws of the State of  Maryland  as
applied by courts in such State. I understand  that the foregoing  limitation is
acceptable to you.

      Based upon and subject to the  foregoing,  please be advised that it is my
opinion that the Shares  covered by the Notice were  legally  issued and (to the
extent still outstanding) are fully paid and non-assessable, except that, as set
forth in the Fund's registration statement as currently in effect filed with the
Commission pursuant to the 1933 Act, shareholders of the Funds may under certain
circumstances be held personally liable for its obligations.


                                                        Very truly yours,

                                                        /s/ Philip Coolidge

                                                        Philip W. Coolidge, Esq.





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission