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
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2. Name of each series or class of funds for which this notice is filed:
SoGen Overseas Fund
SoGen Gold Fund
SoGen Money Fund
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3. Investment Company Act File Number: 811-7762
Securities Act File Number: 33-63560
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4. Last day of fiscal year for which this notice is filed: March 31, 1997
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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:
/ /
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
Not Applicable
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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
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8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
0
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9. Number and aggregate sale price of securities sold during the fiscal
year:
124,236,395 shares were sold for an aggregate sale price of
$546,415,194.
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
124,236,395 shares were sold for an aggregate sale price of
$546,415,194.
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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):
4,777,192 shares were issued for an aggregate value of $56,995,866.
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<PAGE>
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in $ 546,415,194
reliance on rule 24f-2 (from Item ------------------
10):
(ii) Aggregate price of shares issued
in connection with dividend + 56,995,866
reinvestment plans (from item 11, ------------------
if applicable):
(iii) Aggregate price of shares
redeemed or repurchased during the - 326,069,938
fiscal year (if applicable): ------------------
(iv) Aggregate price of shares redeemed + 0
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 during the fiscal $ 277,341,122
year in reliance on rule 24f-2 -------------------
(line (i), plus line (ii), less
line (iii), plus line (iv)] (if
applicable):
(vi) Multiplier prescribed by Section x 1/3300
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 (v) $ 84,042.76
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.
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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 22, 1997
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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, VICE PRESIDENT
______________________________________
Philip J. Bafundo, Vice President
_______________________________________________________________________________
Date May 22, 1997
______________
*Please print the name and title of the signing officer below the signature.
_______________________________________________________________________________
SCHEDULE A
<TABLE>
<CAPTION>
SUBSCRIPTIONS REDEMPTIONS NET
Shares Amount Shares Amount Shares Amount
<S> <C> <C> <C> <C> <C> <C>
SoGen Overseas Fund 33,353,200 $455,946,290 -13,310,582 -$181,708,882 20.042,618 $274,237,408
SoGen Gold Fund 4,885,338 56,689,721 - 5,081,906 - 58,226,814 -196,568 -1,537,093
SoGen Money Fund 90,775,049 90,775,049 -86,134,242 - 86,134,242 4,640,807 4,640,807
----------- ------------ ------------ ------------- ---------- ------------
TOTAL 129,013,587 $603,411,060 -104,526,730 -$326,069,938 24,486,857 $277,341,122
</TABLE>
Law offices of
DECHERT PRICE & RHOADS
30 Rockefellar Plaza
New York, NY 10112
Telephone: (212)698-3500
Fax: (212)698-3599
May 19, 1997
SoGen Funds, Inc.
1221 Avenue of the Americas
New York, NY 10020
Dear Sirs:
As counsel for SoGen Funds, Inc. (the "Fund"), during the fiscal year ended
March 31, 1997, 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") for the SoGen Overseas Fund, the Gold
Fund and the SoGen Money Fund 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 that the Shares 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 during the Fund's fiscal year ended March
31, 1997, 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
pursuant to Rule 24f-2 under the Investment Company Act of 1940 for the fiscal
year ended March 31, 1997 to be filed on behalf of the Fund with the Securities
and Exchange Commission.
Very truly yours,
/s/ DECHERT PRICE & RHOADS
