July 25, 1996
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for Atlanta Growth Fund, Inc.
File No. 33-44714
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe account,
72741,733. If there are any questions on this filing I can be reached at
(302) 791-2919.
Very Truly Yours,
Wendy McGee
Legal Assistant
Enclosures
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 Atlanta Growth Fund, Inc.
103 Bellevue Parkway
Wilmington, DE 19809
2. Name of each series or class of funds for which this notice is filed:
Common Stock
3. Investment Company Act File Number: 811-6510
Securities Act File Number: 33-44714
4. Last day of fiscal year for which this notice is filed: 05/31/96
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:
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:
Number: 239,942
Amount: $2,730,244
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number: 215,504
Amount: $2,376,031
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 23,477
Sale Price: $265,445
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
None
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 23,348
Sale Price: $253,325
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): $ 265,445
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 253,325
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 1,964,189
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + (518,770)
(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): $ (1,964,189)
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation: / 2900
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 0
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).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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: /s/Michael Lucas
Michael Lucas
President
Date: July 5, 1996
July 24, 1996
The Atlanta Growth Fund, Inc.
Suite 1661
Eleven Hundred Peachtree Street, N.E.
Atlanta, Georgia 30309
Re: Rule 24f-2 Notice
The Atlanta Growth Fund, Inc.
(Securities Act of 1933 File No. 33-44714;
Investment Company Act of 1940 File No. 811-6510)
Gentlemen:
You have requested that we, as counsel to The Atlanta Growth Fund,
Inc.(the "Fund"), render an opinion in connection with the filing by the
Fund of a notice required by Rule 24f-2 under the Investment Company Act of
1940, as amended (the "Notice"), for the Fund's fiscal year ended May 31,
1996.
The Notice states that, during the fiscal year ended May 31, 1996,
the Fund sold a total of 23,477 shares of the no par value common stock
of the Fund (the "Shares"), for an actual aggregate sales price of
$265,445, exclusive of shares issued upon reinvestment of dividends.
We have examined the Fund's Articles of Incorporation, its Bylaws,
resolutions adopted by its Board of Directors, and other records,
documents, papers, statutes and authorities as we have deemed necessary
to form a basis for the opinion hereinafter expressed.
On the basis of the foregoing, and assuming the accuracy of the Notice and
that all of the Shares sold during the fiscal year ended May 31, 1996 were
sold in accordance with the terms of the Fund's Prospectus and Statement
of Additional Information in effect at the time of sale, we are of the
opinion that such Shares were validly issued, fully paid and non-assessable
by the Fund.
Very truly yours,
/s/Powell, Goldstein, Frazer & Murphy
POWELL, GOLDSTEIN, FRAZER & MURPHY
