May 30, 1996
U.S. Securities and Exchange Commission
450 Fifth St. NW
Washington, DC 20549
Re: Rule 24f-2 Notice
SoGen International Fund, Inc.
Fiscal Year Ended March 31, 1996
File Nos. 2-34329; 811-1922
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 International Fund, Inc.
The filing fee in the amount of $293,522.19 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 International Fund, 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 International Fund
____________________________________________________________
3. Investment Company Act File Number: 811-1922
Securities Act File Number: 2-34329
____________________________________________________________
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:
39,975,158 shares were sold for an aggregate sale price
of $1,019,859,513.
____________________________________________________________
10.Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
39,975,158 shares were sold for an aggregate sale price
of $1,019,859,513.
____________________________________________________________
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):
5,973,765 shares were issued for an aggregate value of
$145,347,808.
____________________________________________________________
12. Calculation of registration fee:
(i)Aggregate sale price of
securities sold during the $1,019,859,513
fiscal year in reliance on rule
24f-2 (from Item 10): ----------
(ii) Aggregate price of shares
issued in connection with +145,347,808
dividend reinvestment plans
(from item 11, if applicable): ----------
(iii) Aggregate price of shares
redeemed or repurchased during -313,992,982
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 851,214,339
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 $293,522.19
(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 International Fund, Inc.
1221 Avenue of the Americas, 8th Floor
New York, NY 10020
Dear Sirs:
As counsel for SoGen International Fund, 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. 2-34329) (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
International Fund, 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 39,975,158 shares of capital stock of
the Fund sold and 5,973,765 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, as
of March 31, 1996, the Fund had 116,277,335 shares
outstanding.
IN WITNESS WHEREOF, I have set my hand this 29th day of May
1996.
/s/ JEAN-MARIE EVEILLARD
________________________
Jean-Marie Eveillard
President
