May 30, 1996
U.S. Securities and Exchange Commission
450 Fifth St. NW
Washington, DC 20549
Re: Rule 24f-2 Notice
SoGen Funds, Inc.
Fiscal Year Ended March 31, 1996
File Nos. 33-63560; 811-7762
Dear Sir or Madam:
Pursuant to Rule 24f-2 under the Investment Company Act of
1940, transmitted herewith for filing is one copy of Form 24F-
2, counsel's opinion and an officer's certificate for SoGen
Funds, Inc.
The filing fee in the amount of $51,241.47 calculated in
accordance with Section 6(b) of the Securities Act of 1933,
was wired to Mellon Bank to credit the account in your name,
referencing this filing.
If you have any questions or comments, please contact the
undersigned at (212) 278-5853.
Sincerely yours,
/s/ PHILIP J. BAFUNDO
Philip J. Bafundo
Vice President
Enclosures
UNITED STATES 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: SoGen Funds, Inc.
1221 Avenue of the Americas
New York, NY 10020
______________________________________________________________
2. Name of each series or class of funds for which this notice
is filed:
SoGen Overseas Fund
SoGen Gold Fund
SoGen Money Fund
______________________________________________________________
3. Investment Company Act File Number: 811-7762
Securities Act File Number: 33-63560
______________________________________________________________
4. Last day of fiscal year for which this notice is filed:
March 31, 1996
______________________________________________________________
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):
Not 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: 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:
86,221,134 shares were sold for an aggregate sale price
of $413,097,009.
______________________________________________________________
10.Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration
pursuant to rule 24f-2:
86,221,134 shares were sold for an aggregate sale price
of $413,097,009.
______________________________________________________________
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):
2,699,257 shares were issued for an aggregate value of
$27,136,133.
______________________________________________________________
12. Calculation of registration fee:
(i)Aggregate sale price of $413,097,009
securities sold during the
fiscal year in reliance on rule
24f-2 (from Item 10): ----------
(ii) Aggregate price of shares +27,136,133
issued in connection with
dividend reinvestment plans ----------
(from item 11, if applicable):
(iii) Aggregate price of shares -291,632,874
redeemed or repurchased during
the fiscal year (if applicable):
----------
(iv) Aggregate price of shares + 0
redeemed or repurchased and ----------
previously applied as a
reduction to filing fees
pursuant to rule 24e-2 (if
applicable):
(v)Net aggregate price of
securities sold and issued 148,600,268
during the fiscal year in
reliance on rule 24f-2 (line ----------
(i), plus line (ii), less line
(iii), plus line (iv)] (if
applicable):
(vi) Multiplier prescribed by x 1/29 of 1%
Section 6(b) of the Securities
Act of 1933 or other applicable ----------
law or regulation (see
Instruction C.6):
(vii) Fee due [line (i) or line $51,241.47
(v) multiplied by line (vi)]:
==========
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:
May 30, 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)* /s/ PHILIP J. BAFUNDO
_______________________________________
Philip J. Bafundo, Vice President
______________________________________________________________
Date May 29, 1996
______________
*Please print the name and title of the signing officer below
the signature.
______________________________________________________________
II-104
[LETTERHEAD OF DECHERT PRICE & RHOADS]
May 29, 1996
SoGen Funds, Inc.
1221 Avenue of the Americas, 8th Floor
New York, NY 10020
Dear Sirs:
As counsel for SoGen Funds, Inc. (the "Fund"), a
Maryland corporation, during the fiscal year ended March 31,
1996, we are familiar with the Fund's registration under the
Investment Company Act of 1940 and with the registration
statement relating to its Shares of Common Stock (the
"Shares") under the Securities Act of 1933 (File No. 33-63560)
(the "Registration Statement"). We have also examined such
other corporate records, agreements, documents and instruments
as we deemed appropriate.
Based upon the foregoing, it is our opinion with
respect to the Shares the registration of which is being made
definite by the Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940 ("Notice") being filed by the
Fund for its fiscal year ended March 31, 1996, assuming such
Shares were sold at the public offering price and delivered by
the Fund against receipt of the net asset value of the Shares
in compliance with the terms of the Registration Statement and
the requirements of applicable law, that such Shares were,
when sold, duly and validly authorized, legally and validly
issued, and fully paid and non-assessable.
We consent to the filing of this opinion in
connection with the Notice on Form 24f-2 to be filed by the
Fund with the Securities and Exchange Commission for the
Fund's fiscal year ended March 31, 1996.
Very truly yours,
/s/ DECHERT PRICE & RHOADS
OFFICER'S CERTIFICATE
The undersigned certifies that he is the President of SoGen
Funds, Inc. (the "Fund"), a Maryland corporation, and that as
such, he is authorized to execute and deliver this Certificate
on behalf of the Fund and that:
Each of the 86,221,134 shares of capital stock of
the Fund sold and 2,699,257 shares issued for
reinvested dividends and distributions during the
Fund's fiscal year ended March 31, 1996 was issued,
sold and paid for at the public offering price for
such shares as indicated in the then current
Prospectus of the Fund. In addition, the shares
outstanding as of March 31, 1996 for the three
separate portfolios of the Fund were as follows:
SoGen Overseas Fund, 48,827,734; SoGen Gold Fund,
5,162,982; and SoGen Money Fund, 8,486,984.
IN WITNESS WHEREOF, I have set my hand this 29th day of May
1996.
/s/ JEAN-MARIE EVEILLARD
________________________
Jean-Marie Eveillard
President
