U.S. 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:
THE BRAMWELL FUNDS, INC. - The Bramwell Growth Fund
745 Fifth Avenue
New York, NY 10151
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2. Name of each series or class of funds for which this notice is filed:
The Bramwell Growth Fund Common Stock, Par Value .0001 per share
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3. Investment Company Act File Number:
Securities Act File Number: 33-79742
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4. Last day of fiscal year for which this notice is filed:
June 30, 1996
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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:
None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
10,437,428 shares
$141,226,265 aggregate sale price
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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:
10,437,428 shares
$141,226,265 aggregate sale price
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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):
22,178 shares
$298,517 aggregate sale price
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $141,226,265
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): +298,517
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): -79,729,768
(iv)Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable): +0
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)]if applicable): 61,795,014
(vi)Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see Instruction C.6): x1/2900
(vii)Fee due [line (i) or line (v) multiplied by line (vi)]: $21,308.63
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).
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Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
8/28/96
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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/ Elizabeth R. Bramwell
President
Date August 15, 1996
*Please print the name and title of the signing officer below the signature.
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<PAGE>
DECHERT PRICE & RHOADS
477 Madison Avenue
New York, New York 10022-5891
August 28, 1996
The Bramwell Funds, Inc.
745 Fifth Avenue
New York, New York 10151
Re: The Bramwell Funds, Inc.
Registration Statements Nos. 33-79742/811-8546;
Rule 24f-2 Notice for the Fiscal Year Ended June 30, 1996
Ladies and Gentlemen:
As counsel for The Bramwell Funds, Inc. (the "Fund"), a Maryland
corporation, during the fiscal year ended June 30, 1996, we are familiar with
the Fund's registration under the Investment Company Act of 1940 and with the
registration statement relating to shares of common stock of its series The
Bramwell Growth Fund (the "Shares") under the Securities Act of 1933 (File No.
33- 79742) (the "Registration Statement").
As counsel for the Company, we have examined and relied upon such records
of the Fund as we have deemed necessary to render the opinion expressed herein,
including the Rule 24f-2 Notice to which this opinion pertains, and the Fund's
audited financial statements for the fiscal year ended June 30, 1996. Based upon
such examination, we are of the opinion that the shares which the Rule 24f-2
Notice reports as having been sold in reliance upon registration pursuant to the
Rule during the fiscal year ended June 30, 1996, were legally issued, fully paid
and non-assessable.
Very truly yours,
/s/ DECHERT PRICE & RHOADS
