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 Govett Funds, Inc.
250 Montgomery Street
San Francisco, CA 94104
___________________________________________________________________________
2. Name of each series or class of funds for which this notice is
filed:
Govett International Equity Fund Govett Emerging Markets Fund
Govett Smaller Companies Fund Govett Pacific Strategy Fund
Govett Latin America Fund Govett Global Income Fund
___________________________________________________________________________
3. Investment Company Act File Number: 811-6229
Securities Act File Number: 33-37783
___________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
12/31/96
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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):
None
___________________________________________________________________________
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 number and aggregate sale price of securities sold during
the fiscal year were 27,156,789 and $636,015,680 respectively.
__________________________________________________________________________
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
The number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2 were 27,156,789 and $636,015,680, respectively.
____________________________________________________________________________
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):
The number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment plans
were 2,669,453 and $54,541,323, respectively.
____________________________________________________________________________
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):
$636,015,680
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+54,541,323
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): -906,955,942
(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): $(216,398,939)
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation
(see Instruction C.6): x 1/33 of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$0.00
Instruction: Issuers should complete line (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 (17CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: NO FEE
_____________________________________________________________________________
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/ Alice L. Schulman
_____________________
Alice L. Schulman,
Secretary of the Company
________________________
Date February 27, 1997
_________________
* Please print the name and title of the signing officer below the
signature.
[LETTERHEAD OF GOODWIN, PROCTER & HOAR LLP]
February 27, 1997
Via EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Govett International Equity Fund
Govett Emerging Markets Fund
Govett Smaller Companies Fund
Govett Pacific Strategy Fund
Govett Latin America Fund
Govett Global Income Fund
Govett Developing Markets Bond Fund
Rule 24f-2 Notice for the Fiscal Year ended December 31, 1996
_____________________________________________________________
Ladies and Gentlemen:
As counsel to The Govett Funds, Inc. (the "Company"), we have been
requested to render an opinion in connection with the filing by the Company
of a Rule 24f-2 Notice on Form 24F-2 with respect to the fiscal year ended
December 31, 1996.
Reference is made to Item 10 of Form 24F-2, wherein the Company reports
the number of shares of Common Stock, par value $.00001 per share
(the "Shares"), representing interests in the Govett International Equity
Fund, Govett Emerging Markets Fund, Govett Smaller Companies Fund,
Govett Pacific Strategy Fund, Govett Latin America Fund and Govett Global
Income Fund series of the Company sold during the fiscal year ended
December 31, 1996 in reliance upon registration under the Securities Act of
1933, as amended, and pursuant to Rule 24f-2 of the Investment Company Act
of 1940, as amended.
We have examined the Company's charter, as amended, the By-Laws of the
Company, certain resolutions adopted by the Board of Directors of the
Company, the form of the Form 24F-2 to be filed by the Company and such
other documents as we deemed necessary for purposes of this opinion.
We do not hold ourselves out as being experts in, and do not express
any opinions herein under or with regard to, the laws of any other
jurisdiction other than the laws of Massachusetts and the federal laws of
the United States of America, subject to the following sentence. In
rendering the following opinions with respect to matters of Maryland law,
we have relied, with your permission and without any independent
investigation or review, on the opinion letter of Piper & Marbury L.L.P. of
even date with respect to matters of Maryland law. A copy of such opinion
letter is attached hereto.
Based upon the foregoing and assuming that all of such shares were sold,
issued and paid for in accordance with the terms of the Prospectus and
Statement of Additional Information in effect at the time of sale, in our
opinion, the Shares were legally issued, fully paid and non-assessable.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
RMP/JH/td
Enclosure
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
Baltimore, Maryland 21201-3018
410-539-2530 WASHINGTON
FAX: 410-539-0489 NEW YORK
PHILADELPHIA
EASTON
February 27, 1997
The Govett Funds, Inc.
250 Montgomery Street
San Francisco, CA 94104
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
We have acted as special Maryland counsel to The Govett
Funds, Inc. (the "Fund") in connection with the Company's
filing of a Notice on Form 24F-2 pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended, for
the fiscal year ended December 31, 1996 (the "Rule 24f-2
Notice"). In that capacity, the Fund has requested that we
render the opinion of counsel referred to in paragraph
(b)(1) of Rule 24f-2 under the Investment Company Act of
1940 in connection with the Fund's filing of the Rule 24f-2
Notice dated February 27, 1997 for the Fund's fiscal year
ended December 31, 1996.
In response to the Fund's request, we have examined
the Fund's charter, as amended, in a form represented by
the Secretary of the Fund to be complete, by-laws, a good-
standing certificate recently issued by the SDAT, the
corporate action taken by the Fund that provides for the
issuance of the shares, a Certificate of Secretary dated
the date hereof, upon which we have relied without
independent verification, and such statutes, regulations,
corporate records, and documents that we deemed necessary
or advisable for purposes of the following opinion. We
have also relied on the statements contained in the Fund's
Rule 24f-2 Notice regarding the matters set forth therein.
In such examination we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to
us as originals, and the conformity with originals of all
documents submitted to us as copies.
On the basis of the foregoing and of such other legal
considerations that we deemed relevant, and limited in all
respects to applicable Maryland law, we are of the opinion
and advise you as follows:
1. The Fund is a corporation duly
incorporated, validly existing and in good standing
under the laws of the State of Maryland.
2. The aggregate 27,156,789 shares of the
Govett Emerging Markets Fund, Govett Global Income Fund,
Govett International Equity Fund, Govett Developing Markets
Bond Fund, Govett Smaller Companies Fund, Govett Pacific
Strategy Fund and Govett Latin America Fund portfolios of
Common Stock of the Fund which the Fund reported in the
Rule 24f-2 Notice as having been sold during its fiscal
year ended December 31, 1996, and the 2,669,453 shares of
such portfolios of Common Stock which the Fund reported in
the Rule 24f-2 Notice as having been issued pursuant to
dividend reinvestment plans, are legally issued, fully paid
and nonassessable.
We are admitted to practice under the laws of the State
of Maryland and we express no opinion as to the laws of any
jurisdiction other than the laws of the State of Maryland.
This opinion is being furnished to you solely for your
benefit and may not be relied upon by any other person.
We authorize Goodwin, Procter & Hoar LLP to rely on
this opinion as though addressed to it, and, if necessary or
appropriate, consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the
Rule 24f-2 Notice filed under Rule 24f-2 under the
Investment Company Act of 1940 or any reference hereto in an
opinion of Goodwin, Procter & Hoar LLP thereunder.
Very truly yours,
Piper & Marbury LLP
