STEWART W P & CO GROWTH FUND INC
N-30D, 1996-08-29
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<PAGE>











                      __________________________________________

                         W.P. STEWART & CO. GROWTH FUND, INC.

                      __________________________________________







                                  SEMI-ANNUAL REPORT
                                     (UNAUDITED)
                                           
                                           
                                           
                                    JUNE 30, 1996
                                           
<PAGE>
_______________________________________________________________________________

W.P. STEWART & CO. GROWTH FUND, INC.
SEMI-ANNUAL REPORT TO SHAREHOLDERS
_______________________________________________________________________________


MANAGEMENT COMMENTS

Semi-Annual Report
as of June 30, 1996


The Fund's net asset value per share was $145.49 on June 30th, an increase of
15.52% for the first half of 1996.  All of our portfolio holdings continue to
report strong results.

We have not changed our view since the start of the year.  We continue to feel
that the kind of very high-quality, steadily-growing companies in which we have
invested the Fund's assets are significantly undervalued.  There are very few
companies that meet our investment standards, probably less than fifty, of which
we own sixteen of the most attractively priced.

The broad economic expansion in the United States over the past four years has
created an environment where most domestic companies experienced rapid growth in
profits as well as the price of their shares.  With US corporate profitability
at close to record levels, rising delinquencies on domestic consumer debt and
fairly extended valuation levels for the broader indexes, investors are
beginning to think about the risks inherent in purchasing cyclical issues.  This
probably accounts for the obvious shift in the past three months toward the more
predictable companies' shares which we hold.

Our portfolio currently sells at less than 21 times it's estimated 1997 earning
power, about 130% of it's earnings growth rate.  At some time in the next few
years, probably during a period of normal cyclical economic slowing, investors
are likely to flock to the kind of issue we hold and price-to-growth-rate
premiums could improve markedly, particularly if long-term interest rates fall
in the process.  We still believe that premium price-earnings ratios,
approximating 200% of our portfolio's growth rate, could be seen in that
environment.  Meanwhile, as the earning power behind our portfolio is likely to
more or less double over the next five years, the value of W. P. Stewart & Co.
Growth Fund's shares should follow suit even without an increase in
price/earnings ratio (P-E ratio).

Demographic trends indicate increased consumer saving and investment and
decreasing consumption in the United States as well as Europe and Japan over the
next several years.  Accordingly, we continue to feel that inflation and related
high interest rates are unlikely to become a serious concern and that the
prospects for even lower inflation and interest rates remain a realistic
expectation.

Long-term interest rates have declined from recent peak, despite continued
strength in the American economy.  Should any real slowing in economic growth
become evident, they still have a long way to fall, just the kind of catalyst
that could provide the larger growth stock premiums we're hoping for.

We look forward to reporting to you again in January.


New York, NY
July 31, 1996
W.P. STEWART FOR W. P. STEWART & CO., INC.
Investment Advisor

<PAGE>

W.P. Stewart & Co. Growth Fund, Inc.
Schedule of Investments
June 30, 1996 (Unaudited)

- --------------------------------------------------------------------------------
      Name of Issuer                                                    Market
    and Title of Issue                                    Shares        Value
- --------------------------------------------------------------------------------

COMMON STOCKS--93.5%
Consumer Services--4.6%
  CUC International, Incorporated (a). . . . . . .       20,000   $    710,000
                                                                   ------------
Data Processing Services--19.9%
  Automatic Data Processing, Incorporated. . . . .       39,000      1,506,375
  First Data Corporation . . . . . . . . . . . . .       20,000      1,592,500
                                                                   ------------
                                                                      3,098,875
                                                                   ------------
Drugs & Health Care--4.6%
  Pfizer Incorporated. . . . . . . . . . . . . . .       10,000        713,750
                                                                   ------------
Electronics--12.8%
  Electronic Data Systems Corporation. . . . . . .       12,500        671,875
  Intel Corporation. . . . . . . . . . . . . . . .       18,000      1,321,875
                                                                   ------------
                                                                      1,993,750
                                                                   ------------
Food & Beverage--7.9%
  Coca Cola Company. . . . . . . . . . . . . . . .       13,500        659,813
  PepsiCo, Incorporated. . . . . . . . . . . . . .       16,000        566,000
                                                                   ------------
                                                                      1,225,813
                                                                   ------------
Household Products--13.6%
  Gillette Company . . . . . . . . . . . . . . . .       23,000      1,434,625
  Procter & Gamble Company . . . . . . . . . . . .        7,500        679,687
                                                                   ------------
                                                                      2,114,312
                                                                   ------------
Leisure Time--2.8%
  Walt Disney Company. . . . . . . . . . . . . . .        7,000        440,125
                                                                   ------------
Pollution Control--6.5%
  Rentokil Group PLC, ADR. . . . . . . . . . . . .       16,000      1,016,805
                                                                   ------------
Restaurants--4.8%
  McDonald's Corporation . . . . . . . . . . . . .       16,000        748,000
                                                                   ------------
Retail--12.9%
  Autozone Incorporated (a). . . . . . . . . . . .       13,825        480,419
  Dollar General Corporation . . . . . . . . . . .       25,625        749,531
  Walgreen Corporation . . . . . . . . . . . . . .       23,000        770,500
                                                                   ------------
                                                                      2,000,450
                                                                   ------------
Software--3.1%
  Microsoft Corporation (a). . . . . . . . . . . .        4,000        480,500
                                                                   ------------
TOTAL INVESTMENTS--(Cost $11,731,254)--93.5%                         14,542,380
OTHER ASSETS LESS LIABILITIES--6.5%                                   1,014,549
                                                                   ------------
NET ASSETS--100.0%                                                 $ 15,556,929
                                                                   ------------
                                                                   ------------
(a) No dividends paid on security.


The accompanying notes are an integral part of these financial statements.


                                          2

<PAGE>

W.P. Stewart & Co. Growth Fund, Inc.
Statement of Assets and Liabilities
June 30, 1996 (Unaudited)

- --------------------------------------------------------------------------------

ASSETS:
Investments in securities, at market value
   (identified cost $11,731,254) . . . . . . . . . . . . . . .   $ 14,542,380
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        859,077
Receivable for securities sold . . . . . . . . . . . . . . . .        700,012
Receivable due from Adviser. . . . . . . . . . . . . . . . . .         22,004
Dividends receivable . . . . . . . . . . . . . . . . . . . . .          6,625
                                                                   -----------
   Total Assets. . . . . . . . . . . . . . . . . . . . . . . .     16,130,098
                                                                  ------------

LIABILITIES:
Payable for securities purchased . . . . . . . . . . . . . . .        441,666
Advisory fee payable . . . . . . . . . . . . . . . . . . . . .         99,231
Other accrued expenses . . . . . . . . . . . . . . . . . . . .         32,272
                                                                  ------------
   Total Liabilities . . . . . . . . . . . . . . . . . . . . .        573,169
                                                                  ------------
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 15,556,929
                                                                  ------------
                                                                  ------------

NET ASSETS CONSIST OF:
Capital stock, $0.001 par value; 100,000,000 shares
   authorized, 106,931 shares issued and outstanding . . . . .   $        107
Capital paid in excess of par. . . . . . . . . . . . . . . . .     12,046,000
Accumulated realized gain on investments - net . . . . . . . .        699,696
Unrealized appreciation on investments - net . . . . . . . . .      2,811,126
                                                                  ------------
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 15,556,929
                                                                  ------------
                                                                  ------------

Net asset value per share. . . . . . . . . . . . . . . . . . .   $     145.49
                                                                  ------------
                                                                  ------------

Redemption price per share . . . . . . . . . . . . . . . . . .   $     144.76
                                                                  ------------
                                                                  ------------



The accompanying notes are an integral part of these financial statements.

                                          3

<PAGE>

W.P. STEWART & CO. GROWTH FUND, INC.
STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1996 (UNAUDITED)

- --------------------------------------------------------------------------------

INVESTMENT INCOME:
Dividends (net of foreign withholding tax of $1,290) . . . . .   $     56,315
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . .         10,078
                                                                   -----------
                                                                       66,393
                                                                   -----------
EXPENSES:
Investment advisory fees . . . . . . . . . . . . . . . . . . .         99,184
Administration fees. . . . . . . . . . . . . . . . . . . . . .         35,825
Custodian fees . . . . . . . . . . . . . . . . . . . . . . . .         24,282
Transfer agent fees. . . . . . . . . . . . . . . . . . . . . .         15,590
Registration fees. . . . . . . . . . . . . . . . . . . . . . .         11,631
Miscellaneous fees . . . . . . . . . . . . . . . . . . . . . .            974
                                                                   -----------
   Total expenses before reimbursement . . . . . . . . . . . .        187,486
   Expenses reimbursed by the Adviser. . . . . . . . . . . . .        (22,004)
                                                                   -----------
   Expenses, net of reimbursement. . . . . . . . . . . . . . .        165,482
                                                                   -----------
Net investment loss. . . . . . . . . . . . . . . . . . . . . .        (99,089)
                                                                   -----------


REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments . . . . . . . . . . . . . . .        416,644
Net change in unrealized appreciation on investments . . . . .      1,590,847
                                                                   -----------
Net gain on investments. . . . . . . . . . . . . . . . . . . .      2,007,491
                                                                   -----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS . . . . .   $  1,908,402
                                                                   -----------
                                                                   -----------



The accompanying notes are an integral part of these financial statements.


                                          4

<PAGE>

W.P. STEWART & CO. GROWTH FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
(Unaudited)
<TABLE>
<CAPTION>


- -----------------------------------------------------------------------------------------------------------

                                                                        For the Six            For the
                                                                       Months Ended          Year Ended
                                                                       June 30, 1996      December 31, 1995
                                                                       -------------      -----------------
<S>                                                                    <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment loss. . . . . . . . . . . . . . . . . . . . . .        $    (99,089)       $    (98,949)
Net realized gain on investments . . . . . . . . . . . . . . .             416,644             550,541
Net change in unrealized appreciation on investments . . . . .           1,590,847           1,132,515
                                                                       ------------        ------------
   Net increase in net assets resulting
   from operations . . . . . . . . . . . . . . . . . . . . . .           1,908,402           1,584,107
                                                                       ------------        ------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net realized gain on investments . . . . . . . . . . . . . . .                   0            (267,489)
                                                                       ------------        ------------

FROM FUND SHARE TRANSACTIONS:
Proceeds from shares sold. . . . . . . . . . . . . . . . . . .           3,193,091           7,051,750
Shares issued to shareholders
   in reinvestment of distributions. . . . . . . . . . . . . .             267,489                   0
Cost of redemptions. . . . . . . . . . . . . . . . . . . . . .            (601,540)           (687,836)
                                                                       ------------        ------------
   Net increase in net assets from Fund
   share transactions. . . . . . . . . . . . . . . . . . . . .           2,859,040           6,363,914
                                                                       ------------        ------------
   Net increase in net assets. . . . . . . . . . . . . . . . .           4,767,442           7,680,532

NET ASSETS:
Beginning of year. . . . . . . . . . . . . . . . . . . . . . .          10,789,487           3,108,955
                                                                       ------------        ------------
End of period. . . . . . . . . . . . . . . . . . . . . . . . .        $ 15,556,929        $ 10,789,487
                                                                       ------------        ------------
                                                                       ------------        ------------

</TABLE>


The accompanying notes are an integral part of these financial statements.


                                          5

<PAGE>


<TABLE>
<CAPTION>


W.P. STEWART & CO. GROWTH FUND, INC.
FINANCIAL HIGHLIGHTS
(UNAUDITED)
- ---------------------------------------------------------------------------------------------------------------------------


                                                                    FOR THE          FOR THE             FOR THE PERIOD
                                                                 SIX MONTHS           YEAR              FEBRUARY 28, 1994*
                                                                    ENDED             ENDED                  THROUGH
                                                                JUNE 30, 1996    DECEMBER 31, 1995      DECEMBER 31, 1994
                                                                -------------    -----------------      -----------------
<S>                                                              <C>              <C>                    <C>
INCOME FROM INVESTMENT OPERATIONS:
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period . . . . . . . . . .           $   125.94          $   101.06          $   100.00
                                                                   ----------          ----------          ----------
    Net investment loss  . . . . . . . . . . . . . . . .                (0.93)              (1.15)              (0.48)
    Net realized and unrealized gain on
    investments. . . . . . . . . . . . . . . . . . . . .                20.48               29.19                1.54
                                                                   ----------          ----------          ----------
Net increase from investment operations. . . . . . . . .                19.55               28.04                1.06
Distributions to shareholders from net
    realized gain on investments . . . . . . . . . . . .                 0.00               (3.16)               0.00
                                                                   ----------          ----------          ----------
Net asset value, end of period . . . . . . . . . . . . .           $   145.49          $   125.94          $   101.06
                                                                   ----------          ----------          ----------
                                                                   ----------          ----------          ----------

TOTAL INVESTMENT RETURN (a). . . . . . . . . . . . . . .                15.52%              27.73%               1.06%

RATIOS AND SUPPLEMENTAL DATA:
Ratio of expenses to average net assets. . . . . . . . .                 2.50%  (b)          2.50%               2.50% (b)
Ratio of fees and expenses waived and reimbursed by the
    Adviser and Administrator to average net assets. . .                  .33% (b)           1.32%              10.20% (b)(c)
Ratio of net investment loss to average net assets . . .                (1.51)% (b)         (1.36)%             (1.25)% (b)
Portfolio turnover . . . . . . . . . . . . . . . . . . .                   24%                 76%                  9%
Average commission rate (d). . . . . . . . . . . . . . .               $.1000                $ -0-               $ -0-
Net assets, end of period (in thousands) . . . . . . . .              $15,557             $10,789              $3,109

- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


* Commencement of  investment operations.
(a)    Total investment return is calculated assuming a purchase of common
       stock at net asset value at the beginning of the period, a sale at net
       asset value at the end of the period, reinvestment of all dividends and
       distributions at net asset value during the period and no redemption
       fee.  Total investment return would be reduced if a redemption fee were
       taken into account.  Total investment return for a period of less  than
       one year is not annualized.  Past performance results shown in this
       report should not be considered a representation of future performance.
       Investment return and net asset value of shares, when redeemed, may be
       worth more or less than their original cost.
(b)    Annualized.
(c)    Includes organization expenses.
(d)    For fiscal years beginning on or after September 1, 1995, a fund is
       required to disclose its average commission rate per share for
       trades on which commissions are charged.

Contained above is the unaudited operating performance, based on a share of
common stock outstanding, total investment return, ratios to average net assets
and other supplemental data, for the periods indicated.  This information has
been determined based upon financial information provided in the financial
statements.


The accompanying notes are an integral part of these financial statements.


                                          6

<PAGE>

W.P. STEWART & CO. GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

- --------------------------------------------------------------------------------

1.  ORGANIZATION AND FUND DESCRIPTION
W.P. Stewart & Co. Growth Fund, Inc. (Fund) is an open-end, non-diversified,
management investment company registered under the Investment Company Act of
1940 (Act).  It was incorporated under the laws of the State of Maryland in
September 1993.  The Fund had no operations prior to October 25, 1993, other
than those relating to organizational matters. The initial capital contribution
of $100,000 was provided on October 25, 1993 by W.P. Stewart & Co., N.V. in
exchange for 1,000 shares of the Fund. The Fund invests primarily in common
stocks listed on the New York Stock Exchange.  W.P. Stewart & Co., Inc., a
registered investment adviser and broker-dealer, is the Fund's investment
adviser (Adviser).  Shares of the Fund are available for subscription by
eligible investors.  There is no sales charge.  The redemption fee is .50%.

2.  SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by the
Fund.

USE OF ESTIMATES: The process of preparing financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements, as well as the reported amounts of revenue and
expenses during the reporting period.  Actual results could differ from those
estimates.

INVESTMENT VALUATION: In general,  the Fund values portfolio securities as of
their last available public sale price on the valuation date in the case of
securities listed on any established securities exchanges or included in the
NASDAQ National Market System or any comparable foreign over-the-counter
quotation system providing last sale data, or if no sales of such securities are
reported on such date, and in the case of over-the-counter securities not
described above in this paragraph, at the last reported bid price.  In special
circumstances in which the Adviser determines that market prices or quotations
do not fairly represent the value of particular assets, the Adviser is
authorized to assign a value to such assets which differs from the market prices
or quotations.  The values of assets which are not publicly traded will be
recorded at their fair values as determined by the Adviser.  In these
circumstances, the Adviser will attempt to use consistent and fair valuation
criteria and may (but is not required to) obtain independent appraisals at the
expense of the Fund.

INVESTMENT TRANSACTIONS:  All securities transactions are recorded on a trade
date basis.  Dividend income is recorded on the ex-dividend date and interest
income is recorded on the accrual basis.  Realized gains and losses on sales of
securities are determined on the basis of identified cost.  

SECURITIES LENDING:  The Fund may lend its portfolio securities to brokers,
dealers and financial institutions when secured by collateral maintained on a
daily mark-to-market basis in an amount equal to at least 100% of the market
value, determined daily, of the loaned securities.  The Fund may at any time
call the loan and obtain the return of the securities loaned.  The Fund will
continue to receive the income on loaned securities and will, at the same time,
earn interest on the loan collateral, a portion of which generally will be
rebated to the borrower.  Any cash collateral received under these loans will be
invested in short-term money market instruments.  Where voting or consent rights
with respect to the loaned securities pass to the borrower, the Fund will follow
the policy of calling the loan, in whole or in part as may be appropriate, to
permit the exercise of such voting or consent rights if the matters involved
will have a material effect on the Fund's investment in the securities loaned. 
The Fund did not engage in securities lending during the six months ended June 
30, 1996.


                                          7

<PAGE>

REPURCHASE AGREEMENTS:  A repurchase agreement customarily obligates the seller
at the time it sells securities to the Fund to repurchase the securities at a
mutually agreed upon time and price which, in the case of the Fund's
transactions, is within seven days.  The total amount received by the Fund on
repurchase would be calculated to exceed the price paid by the Fund, reflecting
an agreed upon market rate of interest for the period of time to the settlement
date, and would not necessarily be related to the interest rate on the
underlying securities.  The underlying securities are ordinarily United States
government securities, but may consist of other securities in which the Fund is
permitted to invest.  Repurchase agreements will be fully collateralized at all
times.  However, to the extent that the proceeds from any sale upon default in
the obligation to repurchase is less than the repurchase price, the Fund would
suffer a loss.  Also, the Fund might incur costs and encounter delays in
liquidating collateral.  The Fund may enter into repurchase agreements maturing
within seven days with domestic dealers, banks and other financial institutions
deemed to be creditworthy by the Adviser.

ORGANIZATION EXPENSES:  The Adviser has borne all costs and expenses associated
with the organization and initial registration of the Fund and its shares.

FEDERAL INCOME TAXES:  The Fund's policy is to comply with the requirements of
the Internal Revenue Code that are applicable to regulated investment companies
and to distribute all of its taxable income to its stockholders.  Therefore, no
Federal income tax provision is required.

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:  The Fund intends to pay an annual
dividend to shareholders of record representing its entire net investment income
and to distribute all of its realized net capital gains at least annually. 
Distributions are recorded on the ex-dividend date.  Income distributions and
capital gain distributions are determined in accordance with income tax
regulations, which may differ from generally accepted accounting principles. 

3.  RELATED PARTY AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES
Trading activities of the Fund will be managed by its investment adviser, W.P.
Stewart & Co., Inc., pursuant to an agreement between the Adviser and the Fund
(Investment Advisory Services Agreement).  The Investment Advisory Services
Agreement has a two-year term, and thereafter, continues in effect from year to
year so long as its continuance is specifically approved at least annually by
the Board of Directors or by a vote by the holders of a majority of the
outstanding shares.  The Adviser is entitled to receive quarterly advisory fees
payable in arrears as of the first day of each quarter at an annual rate equal
to 1.5% of the net asset value of the Fund, as determined on the last day of the
preceding quarter (after giving effect to substantial subscriptions and
redemptions effective on such date).

In addition to the quarterly advisory fee, the Fund bears all costs and 
expenses directly related to investment transactions effected and positions 
held for the Fund's account, including brokerage commissions, custodial fees, 
interest on borrowings and administrative fees.  The Adviser will, in any 
fiscal year, reimburse the Fund for expenses that exceed the most restrictive 
expense limitation imposed by state securities commissions.  The most 
restrictive expense limitation is defined to be 2 1/2% of the average value 
of the Fund's net assets during the year up to $30 million, 2% of the next 
$70 million of average net assets and 1 1/2% thereafter.  For the six months 
ended June 30, 1996, the total expenses reimbursed by the Adviser were 
$22,004.  In addition, the Adviser has, on behalf of the Fund, borne the cost 
of professional services incurred by the Fund, including Audit, Legal, 
Printing and Insurance expenses.  The amount of the expenses for professional 
services borne was $25,127 for the six months ended June 30, 1996.

Under the terms of the Investment Advisory Services Agreement, the Adviser may
conduct brokerage services for the Fund.  For the six months ended June 30,
1996, the Adviser earned $16,988 in commissions as broker on trades of portfolio
securities.


                                          8

<PAGE>

Certain directors of the Adviser are also directors of the Fund.  Each of the
Fund's directors who is not an officer or employee of the Adviser is paid by the
Adviser a fee of $1,250 for each meeting of the Fund's Board of Directors and
for each meeting of any committee of the Board of Directors that they attend. 
For the six months ended June 30, 1996 there were no directors' fees paid.

4.  ADMINISTRATION AGREEMENT
The Fund has also entered into an Administration Agreement with State Street
Bank and Trust Company (Administrator) dated January 11, 1994.  The
Administrator receives an annual fee equal to .08% of the Fund's net asset value
up to $125 million, .06% of the next $125 million and .04% in excess of $250
million.  

5.  INVESTMENT TRANSACTIONS
Purchases and proceeds from sales of investments, excluding short-term
securities, for the six months ended June 30, 1996 were $5,563,436 and
$3,037,910, respectively.  As of June 30, 1996, net unrealized appreciation for
Federal income tax purposes aggregated $2,811,126, of which $2,812,670 related
to appreciated securities and $1,544 related to depreciated securities.  The
aggregate cost of investments at June 30, 1996 for Federal income tax purposes
was $11,731,254.

6.  FUND SHARE TRANSACTIONS
The Fund is authorized to issue 100,000,000 shares of $.001 par value capital
stock.  Transactions in shares were as follows:


                                                  Six Months      Year
                                                    Ended        Ended
                                               June 30, 1996  December 31, 1995
                                               -------------  -----------------

   Shares sold . . . . . . . . . . . . .           23,662        60,528
   Shares reinvested . . . . . . . . . .            2,102             0
   Shares redeemed . . . . . . . . . . .           (4,503)       (5,621)
                                                ----------    ----------
   Net increase. . . . . . . . . . . . .           21,261        54,907
                                                ----------    ----------
                                                ----------    ----------


7.  BENEFICIAL INTEREST
At June 30, 1996, there were three shareholders who owned over 5% of the Fund's
outstanding shares.

8.  ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS No. 107, "Disclosures About Fair Value of Financial Instruments," requires
disclosure of fair value information about financial instruments, for which it
is practicable to estimate the value, whether or not recognized on the statement
of financial condition.  As a registered investment company, the investments in
securities are already recorded at market value.  The fair value of all other
financial assets and liabilities is considered to approximate the recorded
value, due to the short-term nature of the financial instruments.

9.  CONCENTRATION OF CREDIT RISK
At June 30, 1996, the Fund has cash at a bank in excess of federally insurable
limits and is exposed to the credit risk resulting from this concentration of
cash.


                                          9

<PAGE>


W.P. STEWART & CO. GROWTH FUND, INC.
527 MADISON AVENUE
NEW YORK, NY  10022
______________________________________________________________________________

DIRECTORS AND OFFICERS
William P. Stewart           President and Director
Robert L. Schwartz           Treasurer, Secretary and Director
Antoine Bernheim             Director
June Eichbaum                Director
William Talcott May          Director
Stephen E. Memishian         Vice President
Kevin S. Aarons              Assistant Treasurer and Assistant Secretary

INVESTMENT ADVISER
W.P. Stewart & Co., Inc.
527 Madison Avenue
New York, NY  10022
(212) 750-8585

ADMINISTRATOR, CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICING AGENT
State Street Bank and Trust Company
1776 Heritage Drive
North Quincy, MA  02171

INDEPENDENT AUDITORS
Lopez Edwards Frank & Co. LLP
1 Penn Plaza
New York, NY  10119-0141

LEGAL COUNSEL
McDermott, Will, & Emery
1211 Avenue of the Americas
New York, NY  10036-8701







_______________________________________________________________________________


THIS REPORT IS NOT AUTHORIZED FOR USE AS AN OFFER OF SALE OR A SOLICITATION OF
AN OFFER TO BUY SHARES OF THE FUND UNLESS ACCOMPANIED OR PRECEDED BY THE FUND'S
CURRENT PROSPECTUS.  PAST PERFORMANCE RESULTS SHOWN IN THIS REPORT SHOULD NOT BE
CONSIDERED A REPRESENTATION OF FUTURE PERFORMANCE.  INVESTMENT RETURN AND NET
ASSET VALUE OF SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR
ORIGINAL COST.





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