<PAGE>
As filed with the Securities and Exchange Commission
on November 17, 1995
Registration No. 33-67148; 811-7948
-----------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [_]
Post-Effective Amendment No. 7 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_]
Amendment No. 10 [X]
(Check appropriate box or boxes)
__________________________
THE GRIFFIN FUNDS, INC.
(Exact Name of Registrant as specified in Charter)
5000 Rivergrade Road
Irwindale, California 91706
(Address of Principal Executive Offices, including Zip Code)
__________________________
Registrant's Telephone Number, including Area Code: (800) 333-4437
William A. Hawkins
5000 Rivergrade Road
Irwindale, California 91706
(Name and Address of Agent for Service)
With a copy to:
Robert M. Kurucza, Esq.
Morrison & Foerster
2000 Pennsylvania Ave., N.W., Suite 5500
Washington, D.C. 20006
It is proposed that this filing will become effective (check appropriate box):
<TABLE>
<S> <C>
[X] Immediately upon filing pursuant to Rule 485(b); or [_] on ___________ pursuant to Rule 485(b), or
[_] 60 days after filing pursuant to Rule 485(a), or [_] on ___________ pursuant to Rule 485(a)(1)
[_] 75 days after filing pursuant to paragraph (a)(2) [_] on (date) pursuant to paragraph (a)(2) of Rule 485
</TABLE>
If appropriate, check the following box:
[_] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
CALCULATION OF REGISTRATION FEE
UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------------------
Proposed
Title of Securities Proposed Maximum Maximum Amount of
Being Amount Being Offering Price Aggregate Registration
Registered Registered Per Share** Offering Price** Fee
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Indefinite* N/A N/A N/A
Common Stock
- - ----------------------------------------------------------------------------------------------------------------------------------
Money Market Fund 75,000,000 $ 1.00 $75,000,000 $15,000
- - ----------------------------------------------------------------------------------------------------------------------------------
Short-Term Bond Fund - 952,381 $10.50 $10,000,000 $ 2,000
Class A
- - ----------------------------------------------------------------------------------------------------------------------------------
U.S. Government Income Fund 1,530,612 $ 9.80 $15,000,000 $ 3,000
- Class A
- - ----------------------------------------------------------------------------------------------------------------------------------
California Tax-Free Fund - 1,184,834 $ 8.44 $10,000,000 $ 2,000
Class A
- - ----------------------------------------------------------------------------------------------------------------------------------
Bond Fund - 1,049,318 $ 9.53 $10,000,000 $ 2,000
Class A
- - ----------------------------------------------------------------------------------------------------------------------------------
Growth & Income Fund - 997,340 $15.04 $15,000,000 $ 3,000
Class A
- - ----------------------------------------------------------------------------------------------------------------------------------
Growth Fund - Class A 1,217,532 $12.32 $15,000,000 $ 3,000
- - ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Registrant continues its election to register an indefinite number or
amount of shares of common stock under the Investment Company Act of 1940.
The Rule 24f-2 Notice for Registrant's most recent fiscal year ended
September 30, 1995 was filed on October 26, 1995.
** Registrant elects to calculate the maximum aggregate offering price
pursuant to Rule 24e-2. Pursuant to this amendment, the Registrant is
registering 75,000,000 Shares of Griffin Money Market Fund, 952,381 Class A
Shares of Griffin Short-Term Bond Fund, 1,530,612 Class A Shares of Griffin
U.S. Government Income Fund, 1,184,834 Class A Shares of Griffin California
Tax-Free Fund, 1,049,318 Class A Shares of Griffin Bond Fund, 997,340 Class
A Shares of Griffin Growth & Income Fund and 1,217,532 Class A Shares of
Griffin Growth Fund ($150,000,000 worth of Shares) for $30,000. The
proposed maximum offering price per Share was calculated pursuant to Rule
457(d) under the Securities Act of 1933 on the basis of the offering price
of the Registrant's Shares on November 16, 1995.
<PAGE>
CONTENTS OF AMENDMENT
---------------------
This Post-Effective Amendment No. 7 to the Registration Statement of The
Griffin Funds, Inc. is comprised of the following papers and documents:
1. The facing sheet to register a definite number of Shares of common
stock;
2. A signature page; and
3. Exhibit Ex-99.B.-10, the opinion and consent of Morrison & Foerster,
counsel to the Registrant, as to the legality of the Shares being
registered.
The sole purpose of this Post-Effective Amendment No. 7 is to register a
definite number of additional Shares of common stock of The Griffin Funds, Inc.
pursuant to Rule 24e-2(a) under the Investment Company Act of 1940.
<PAGE>
PART C
------
OTHER INFORMATION
-----------------
Item 24. Financial Statements and Exhibits
(b) Exhibits
(Ex-99.B.10) Opinion and consent of Morrison & Foerster
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all the requirements
for effectiveness of this Post-Effective Amendment to the Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irwindale, State of
California on the 17th day of November, 1995.
THE GRIFFIN FUNDS, INC.
By: /s/ WILLIAM A. HAWKINS
-------------------------
William A. Hawkins
President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated:
SIGNATURES TITLE DATE
---------- ----- ----
/s/ WILLIAM A. HAWKINS Director, Principal Executive November 17, 1995
- - ------------------------- Officer, Principal Financial
William A. Hawkins Officer and Principal
Accounting Officer)
* Director November 17, 1995
- - -------------------------
Herschel Cardin
* Director November 17, 1995
- - -------------------------
Vincent F. Coviello
* Director November 17, 1995
- - -------------------------
Morton O. Schapiro
*By: /s/ WILLIAM A. HAWKINS
----------------------
William A. Hawkins
President
Attorney-in-Fact
<PAGE>
EXHIBIT 99.B-10
[MORRISON & FOERSTER LETTERHEAD]
November 17, 1995
The Griffin Funds, Inc.
5000 Rivergrade Road
Irwindale, California 91706
Re: Post-Effective Amendment No. 7 to
The Griffin Funds, Inc. Registration Statement on Form N-1A
-----------------------------------------------------------
Gentlemen:
We have acted as counsel for The Griffin Funds, Inc., a Maryland
corporation (the "Company"), in connection with the registration of 81,932,017
shares of common stock of the Company ("Shares") pursuant to Post-Effective
Amendment No. 7 and Amendment No. 10 to the Company's Registration Statement on
Form N-1A (SEC File Nos. 33-67148 and 811-7948) under the Securities Act of
1933. The registration of such Shares is being made in reliance on Rule 24e-2
under the Investment Company Act of 1940.
We have been requested by the Company to furnish this opinion as an
exhibit to the Post-Effective Amendment to the Registration Statement.
We have examined such records, documents, instruments, certificates of
public officials and of the Company, made such inquiries of the Company, and
examined such questions of law as we have deemed necessary for the purpose of
rendering the opinion set forth herein. We have assumed the genuineness of all
signatures and the authenticity of all items submitted to us as originals and
the conformity with originals of all items submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance of the Shares registered pursuant to Rule 24e-2 has been
duly and validly authorized by all appropriate corporate action and, assuming
delivery by sale or in accord with the Company's dividend reinvestment plan in
accordance with the Company's then current Registration Statement under the
Securities Act of 1933, the Shares will be validly issued, fully paid and
nonassessable by the Company.
We consent to the inclusion of this opinion as an exhibit to Post-
Effective Amendment No. 7 and Amendment No. 10 to the Company's Registration
Statement.
The opinion given above is subject to the condition that the Company
shall have complied or will comply with the provisions of any applicable laws,
regulations and permits of any state or foreign country in which any of the
Shares are sold or are issued in accord with the Company's dividend reinvestment
plan.
Very truly yours,
MORRISON & FOERSTER
