CHACONIA INCOME & GROWTH FUND INC
24F-2NT, 1996-03-26
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                   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:

          The Chaconia Income & Growth Fund, Inc.
          c/o American Data Services, Inc.
          24 West Carver Street
          Huntington, NY 11743 USA

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

          Common Stock/Mutual Fund

3.      Investment Company Act File Number:  811-6194

        Securities Act File Number:  33-37426

4.      Last day of fiscal year for which this notice is filed:  December 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 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:

          The issuer sold 192,575.381 shares at an aggregate sale price equal
          to $2,263,084.73





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

          The issuer sold 192,575.381 shares at an aggregate purchase price of
          $2,263,084.73, all of which were sold pursuant to rule 24f-2.


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):

                                        None

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):                                                 $2,263,084.73

        (ii)  Aggregate price of shares issued in connection with
              dividend reinvestment plans (from Item 11, if
              applicable):                                         +     00

        (iii) Aggregate price of shares redeemed or repurchased
              during the fiscal year (if applicable):              -     00

        (iv)  Aggregate price of shares redeemed or repurchased
              and previously applied as a reduction to filing   
              fees pursuant to rule 24e-2 (if applicable):         +     00
                                                                       ------

        (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):                          $2,263,084.73


        (vi)  Multiplier prescribed by Section 6(b) of the 
              Securities Act of 1933 or other applicable law or
              regulation (see Instruction C.6):                    x 1/2900

        (vii) Fee due [line (i) or line (v) multiplied by line
              (vi)]:                                                   $780.37
                                                                       =======

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).
              
                                                                
                                                                    [X]


        Date of mailing or wire transfer of filing fees to the Commission's
        lockbox depository:

                                March 26, 1996
                                  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)*        Ulice Payne, Jr.
                                ---------------------------------------
                                 Ulice Payne, Jr., Assistant Secretary


Date March 14, 1996

 *Please print the name and title of the signing officer below the signature


                                      2



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                                                                       EXHIBIT 5
       [REINHART BOERNER VAN DEUREN NORRIS & RIESELBACH, S.C. LETTERHEAD]


March 14, 1996


The Board of Directors
of The Chaconia Income &
Growth Fund, Inc.
c/o American Data Services, Inc.
24 West Carver Street
Huntington, NY 11743

Gentlemen:                               Re:  Legal Opinion to Rule 24f-2 Notice
                                              for The Chaconia Income and
                                              Growth Fund, Inc. (the "Fund")

        The opinion is given pursuant to Rule 24f-2 of the Investment Company
Act of 1940.

        We have examined the minute books of the Fund and other agreements, 
instruments and documents which we have deemed necessary as a basis for the 
opinions hereinafter expressed.  As to various questions of fact material to our
opinion, we have relied upon a certificate of an officer of the Fund.

        The shares of the Fund's capital stock sold during the fiscal year ended
December 31, 1995, as more particularly described in the Fund's Rule 24f-2
Notice, were validly issued and are fully paid and nonassessable.

        This opinion is rendered solely for your information and assistance in
connection with the Rule 24f-2 Notice described above and may not be relied 
upon by any other person or for any purpose without our prior written consent.

                                                  Yours very truly,

                                                  REINHART, BOERNER, VAN DEUREN,
                                                      NORRIS & RIESELBACH, s.c.

                                                  BY    Ulice 
                                                        Ulice Payne, Jr.

<PAGE>   2
                             OFFICER'S CERTIFICATE


        The undersigned, the Assistant Secretary of The Chaconia Income & Growth
Fund, Inc., a Maryland corporation (the "Fund"), hereby certifies to Reinhart,
Boerner, Van Deuren, Norris & Rieselbach, s.c. as follows:

        1.      This Certificate is being furnished in connection with the 
execution and filing of a notice with the United States Securities and Exchange
Commission pursuant to Rule 24f-2 of the Investment Company Act of 1940.

        2.      The consideration received by the Fund for the issuance of 
shares of the Fund's capital stock during the fiscal year ending December 31,
1995 was fully received and such consideration was received in the form of 
money, other tangible or intangible property, services actually performed for 
the Corporation (but not future services) or a promissory note.


        This certificate is furnished to enable Reinhart, Boerner, Van Deuren, 
Norris & Rieselbach, s.c. to issue its legal opinion pursuant to the 
requirements under Rule 24f-2 of the Investment Company Act of 1940.

        Dated March 14th, 1996.

                                                    Ulice Payne, Jr.
                                                -----------------------
                                                    Ulice Payne, Jr.
                                                  Assistant Secretary








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