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.
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1. Name and address of issuer: SoGen International Fund, 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 International Fund
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3. Investment Company Act File Number: 811-1922
Securities Act File Number: 2-34329
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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:
40,217,314 shares were sold for an aggregate sale price of
$1,092,900,703.
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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:
40,217,314 shares were sold for an aggregate sale price of
$1,092,900,703.
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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):
9,109,524 shares were issued for an aggregate value of $236,027,103.
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<PAGE>
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in $ 1,092,900,703
reliance on rule 24f-2 (from Item ---------------------
10):
(ii) Aggregate price of shares issued
in connection with dividend + 236,027,103
reinvestment plans (from item 11, ---------------------
if applicable):
(iii) Aggregate price of shares
redeemed or repurchased during the - 511,534,573
fiscal year (if applicable): ---------------------
(iv) Aggregate price of shares redeemed
or repurchased and previously + 0
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 817,393,233
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) $ 247,694.92
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
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Philip J. Bafundo, Vice President
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Date May 22, 1997
______________
*Please print the name and title of the signing officer below the
signature.
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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 International Fund, Inc.
1221 Avenue of the Americas
New York, NY 10020
Dear Sirs:
As counsel for SoGen International Fund, 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") 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 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
